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HomeMy Public PortalAbout95-147 (09-19-95)CITY OF LYNWOOD LOS ANGELES COUNTY, CALIFORNIA RESOLUTION NO. 95 -147 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING AND APPROVING THE ISSUANCE AND SALE BY THE LYNWOOD PUBLIC FINANCING AUTHORITY OF REVENUE BONDS (WATER SYSTEM IMPROVEMENT PROJECT) SERIES 1995, AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT, A PURCHASE CONTRACT, AN INSTALLMENT PURCHASE AGREEMENT, A TRUST INDENTURE AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Lynwood (the " City") desires to undertake the improvement, betterment, renovation and expansion of certain facilities within its water distribution system (the "1995 Project Improvements "); and WHEREAS, the Lynwood Public Financing Authority (the "Authority") was duly established as a joint exercise of powers authority pursuant to Section 6500 et seq. of the Government Code of the State of California and pursuant to the Joint Exercise of Powers Agreement, dated as of March 16 ,1993 by and between the City of Lynwood and the Lynwood Redevelopment Agency; and WHEREAS, the Joint Exercise of Powers Agreement provides that the Authority may exercise any of the powers set forth in Article 4, Chapter 5, Division 7 of Title 1 of the ' Government Code of the State of California, including the power to issue revenue bonds thereunder; and WHEREAS, the City requests that the Authority sell Bonds (described below) to provide funds to (i) acquire and construct the 1995 Project Improvements (the "1995 Project "); (ii) establish a reasonably required reserve fund; and (iii) pay the cost of issuance with respect to the Bonds; and WHEREAS, the Authority desires to assist the City in financing the acquisition and construction of the 1995 Project Improvements for the City; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the City, the Authority and citizens of the community to authorize the preparation, sale and delivery of Revenue Bonds (Water System Improvement Project) Series 1995 (the "Bonds ") in an aggregate principal amount not to exceed $4,500,000; and WHEREAS, the City and the Authority desire to enter into that certain Installment Purchase Agreement, dated as of September 1, 1995, by and between the City and the Authority (the "Installment Purchase Agreement "), the form of which has been presented to this City Council at this meeting, p ursuan t to which the City will agree to purchase the 1995 Project Improvements (as described in the Installment Purchase Agreement) from the Authority and to pay certain Installment Payments (as defined in the Installment Purchase Agreement) which will be pledged to the owners of the Bonds by the Authority pursuant to a Trust Indenture, dated as of September 1, 1995 (the "Trust Indenture"), by and among the trustee named therein (the "Trustee"), the City and the Authority, the form of which has been presented to this City Council at this meeting; and WHEREAS, all acts, conditions and things required by the laws of the State 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 cons ummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, IT IS FOUND, DETERMINED AND ORDERED, AS FOLLOWS: SECTION 1. Findings The above recitals are true and correct. SECTION 2. Authorization of Bonds The City Council authorizes the issuance and sale by the Authority of Revenue Bonds (Water System Improvement Project) Series 1995 (the "Bonds ") in an amount not to exceed $4,500,000. The Bond proceeds will be used to finance the 1995 Project. The Bonds may be issued in one or more series and the Mayor, the City Manager or such other official as the Mayor shall designate are hereby authorized and directed to determine the final terms of the Bonds, including the preparation, execution and delivery of additional financing documents relating to the issuance of the Bonds, including credit enhancement if necessary or desirable. SECTION 3. Preliminary Official Statement The form of Preliminary Official Statement relating to the Bonds presented to the City Council at this meeting is hereby approved (the "Preliminary Official Statement "). The Preliminary Official Statement in substantially said form with such changes as the Mayor, the City Manager or such other official as the Mayor may designate may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, is hereinafter referred to as the "Official Statement." The Mayor is hereby authorized and directed, for and in the name and on behalf of the City, to execute, approve and deliver to the Underwriter the Official Statement and to certify that the Official Statement is, as of its date, "deemed final" by the City for purposes of Rule ISc2 -12 of the Securities and Exchange Commission. The Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of any final Official Statement to all actual purchasers of the Bonds. SECTION 4. Purchase Contract The form of Purchase Contract, by and among the Authority, the City and Grigsby Brandford & Co., Inc., as Underwriter, presented to the City Council at this meeting, is hereby approved. The Mayor, the City Manager or such other official as the Mayor shall designate is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Underwriter the Purchase Contract in substantially said form, with such changes therein as the Mayor may require or approve, such approval to be ' conclusively evidenced by the execution and delivery thereof, provided that the Underwriter's discount (exclusive of original issue discount) shall not exceed 1.5% of the principal amount of the Bonds. SECTION 5. Installment Purchase Agreement The form of the Installment Purchase Agreement, by and between the City and the Authority presented to the City Council at this meeting is hereby approved. The Mayor, the City Manager or such other official as the Mayor shall designate is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority the Installment Purchase Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 6. Trust Indenture The form of Trust Indenture, by and among the Trustee, the Authority and the City, presented to the City Council at this meeting, is hereby approved. The Mayor, the City Manager or such other officer as the Mayor shall designate is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee said Trust Indenture in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 7. Additional Action The officers of the City are hereby authorized and 1 directed jointly and severally, 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 execution, sale and delivery of the Bonds in one or more series, and otherwise to effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and approved. Nothing in this Resolution shall be deemed to require the officers of the City to execute any of the documents to which the City is a party or to proceed with the consummation of the transaction described in this Resolution if the Mayor, City Manager, the Director of Finance and the City Attorney shall have determined, after due consultation, it is not in the best interest of the City to proceed with the financing contemplated and approved by this Resolution. SECTION 8. Attestations The City Clerk is hereby authorized and directed to attest the signature of the Mayor or such other officers 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 Purchase Contract, the Installment Purchase Agreement and related documents. SECTION 9. Other Actions The Mayor, the City Manager, the Director of Finance, the City Clerk and the other officers of the City are hereby authorized and directed, jointly and severally, 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 offer and sale of the Bonds, executed in one or more series and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution and the Bonds. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. The foregoing Resolution No. g5_t aZ was passed and adopted by the City Council of the City of Lynwood, California at the regular meeting thereof held on the 19th day of September, 1995, by the following vote: AYES:000NCIL MEMBER HEINE, HENNING, REA, RICHARD, BYRD NOES:NONE ABSENT:NONE ABSTAINAONE I Mayor Attest: City Clerk Approved as to Form: City Attorney 1 80030 \00005\30074.2