Loading...
HomeMy Public PortalAbout93-036 (04-14-93)RESOLUTION NO. 93-36 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE/PURCHASE AGREEMENT, A SITE LEASE, AND AN ESCROW AGREEMENT IN CONNECTION WITH THE FINANCING AND REFINANCING OF CERTAIN PUBLIC CAPITAL IMPROVEMENTS AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE FOREGOING WHEREAS, the City Council of the City of Lynwood (the "City") desires to finance and refinance the costs of certain Public Capital Improvements and Working Capital and other costs as those terms are defined in the Marks-Roos Local Bond Pooling ~, Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 (commencing with Section 6584) of the California Government Code, as amended (the "Act"), by refinancing the City Hall Complez and the City Corporation Yard (the "Property") to be more particularly described in that certain Lease/Purchase Agreement, dated as of April 1, 1993 (the "Lease"), by and between the City and the Lynwood Public Financing Authority (the "Authority'); WHEREAS, the proceeds from the refinancing of the Property will be applied to the financing of certain capital improvements to City-owned properties, to the advance refunding of the City's Share of the Prior Certificates (described below), to fund a Reserve Fund with respect to the Lease, and to pay certain of the costs incurred in connection with the ezecution and delivery of the Lease (collectively referred to herein as the 'Project°); and WHEREAS, to enhance the security for the City's payment of lease payments due under the Lease (the •Leaae Payments') the City has, pursuant to Section 37351.5 of the Government Code of the State of California, elected to make available for the payment of Leaae Payments its allocated share of motor vehicle license Ease to the eztent such funds are collected by the State Controller and available to the City sad the City is otherwise unable to make the Lease Payments from the City's General Fund; and WHEREAS, the City has participated in the ezecution and delivery of the 513,235,000 Certificates of Participation (the "Prior Certificates') evidencing undivided fractional interests of the owners thereof in lease payments to be made by one or more of the cities of Hermosa Beach, Lynwood and Vernon (California) to the Independent Cities Leaae Finance Authority (the "ICLFA"); and WHEREAS, in connection with the ezecution and delivery of the Prior Certificates the City entered into a Lesae Agreement, dated as of December 1, 1989, with ICLFA (the 'Prior Lesae•); and . WHEREAS, a portion of the Prior Certificates (the 'City's Share of the Prior Certificates') represent intereata in lease payments made by the City pursuant to the Prior Lesae; and WHEREAS, the City has determined that it is in the best ~, intereata of the City to provide for the prepayment of the City's lease payments under the Prior Leaae and, as a result thereof, to refund the City's Share of the Prior Certificates; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lynwood as follows: 1. The proposed form of Site Lesae (including all Exhibits thereto), dated as of April 1, 1993, between the City and the Authority, presented to thin meeting is hereby approved. The Mayor, the City Manager, or such other official of the City as the Mayor shall designate are hereby authorised and directed, for and in the name and on behalf of the City, to ezecute and deliver the Site Lesae in substantially acid form, provided that the rental payment specified in Section 3 thereof shall not a:ceed eight million seven hundred thousand dollars (58,700,000), and with such other changes therein as the City Attorney and the City Manager may require or approve, including, after consultation with Clayton Brown fi Associates, the financial advisor to the City (the 'Financial Advisor'), the designation of the buildings that shall comprise the Property that is the subject matter of the Site Lease, such approval to be conclusively evidenced by the ezecution and delivery thereof. thereto),Tdatedoasaof Aprilol,L1993,(betweennthelCityhandtthe Authority, presented to this meeting, is hereby approved. The City Council specifically finds and declares that the representations of the City set forth in Section 2.1 of said form of Lease are true and correct. The Mayor, the City Manager, or such other offical of the City as the Mayor shall designate are hereby authorized and directed, for and in the name and on behalf of the City, to ezecute and deliver the Lease in substantially acid form, with ouch changes therein as the City Attorney and the City Manager may require or approve, including, after consultation with the Financial Advisor, the designation of the buildings identified in the first whereas clause of this resolution that shall comprise the Property that is the subject matter of the Lease, such approval to be conclusively evidenced by the ezecution and delivery thereof; so long as (i) the principal amount of the Lease does not ezceed 68,700,000; (11) the net interest coat of the Lease does not ezceed eight percent (Bt) per annum; and (iii) the term of the Lease does not ezceed 25 years. The payment dates, interest components, terms of prepayment and other terms of the Lease Payments shall be as provided in the. Lease, as finally ezecuted. - 3. The proposed form of Escrow .Agreement (the 'Escrow Agreement•), dated as of April 1, 1993, among the City and Seattle-First National Hank, as escrow agent, presented to this meeting is hereby approved. The Mayor, the Citp Manager, or such other official of the Citp as the Mayor shell designate are hereby authorized and directed, for and in the name and on behalf of the City, to ezecute and deliver the Escrow Agreement in substantially acid form, with such chsngea therein as the City Attorney and the City Manager may require or approve, such approval to be conclusively evidenced by the ezecution and delivery thereof. The ezecution of the Escrow Agreement will evidence the appointment by the City of the Escrow Agent named therein. Forma of the proposed Sits Lease, Lease, and Escrow Agreement, as presented to this meeting, are on file in the office of the City Clerk. 4. The City Clerk is hereby authorized and directed to attest the signature of the Mayor, the City Manager, os their designees as appropriate, and to affiz and attest the seal of the City as may be required in connection xith the ezecution and delivery of the Sita Leese, Lease, and Escrow Agreement in accordance with this resolution. 5. The City Council hereby elects, pursuant to Government Code Section 37351.5, to guarantee lease payments to be made by the City under the Lease sad authorises and directs the - Director of Finance of the City to aotifp the Controller of the, State of California of such election, which notice shall include a schedule of lease payments to be made by the City under the Lease and shall identify the trustee appointed by the City to effectuate the payment provisions pursuant to such guarantee, and to take such other action as msy be necessary to effectuate such guarantee. 6. The actions of the Mayor, the City Attorney, the City Manager, the Director of Finance and the City Clerk authorised by this resolution may be performed by any person or persons designated and authorized in writing to ao act by any such officer. r. i 7. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to ezecute and deliver any and all documents which they may deem necessary or advisable in order to consummate the ezecu- tion and delivery of the documents approved in this resolution, to carry out the financing of the Project as contemplated by such documents, and otherwise to carry out, give effect to and comply with the terms and intent of this resolution and the documents approved hereby. 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 City Manager, the Director of Finance and the City Attorney shall have determined, after consultation with the Financial Advisor, it is not in the beat interest of the City to proceed with the financing contemplated and approved by this resolution. 8. The Mayor, the City Manager, the Director of Finance and the City Attorney and any person or persona designated and authorized to ao act by any. such officer are hereby authorized and directed to ezecute such letters, certificates, agreements, papers or instruments and to take such other steps and do such acts and things as 1n their judgment may be necessary, appropriate or desirable in order to carry out the terms and provisions of the Lease, the 81te Lease, and the Escrow Agreement and to consummate the transactions herein and therein contemplated. 9. All of the acts taken by the Citp Manager, the City Attorney, the Director of Finance, the Mayor or other officers of the City, which have been undertaken to date or which shall be undertaken with respect to the planning, negotiation, authorization, approval or implementation of the financing are hereby ratified, confirmed and approved in all respects. 11. This resolution shall take effect immediately upon its passage. 10. The recitals and findings set forth in this resolution are hereby approved and confirmed. ADPTED, SIGNED AND APPROVED this lith dap of April, 1993, by ,the following vote: AYES: COUNCILMEMBER BYRD, HEINE, WELLS, RICNARDS NOES: NONE ABSTENTIONS: COUNCILMEMBER REA ABSENT: NONE Mayor City of Lynwood ~ ATTEST: CLERIC'S CEATIFIGTE I, _ Andrea L. Hooper City Clerk of the City of L California, certify that~the foregoing resolution was adopted by the City Council of the City of Lynwood, California, at a special meeting held on the 14th day of April, 1993 STATE OF CALIFORNIA ) 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 df Lynwood at a regular meeting held on the 14th day of April 1993. And passed by the following vote: AYES: COUNCILMEMBER BYRD, HEINE, WELLS, RICHARDS NOES: NONE ABSENT: NONE ABSTAIN: COUNCILMEMBER REA STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, and Clerk of the City Council of said City hereby certify that'the above and foregoing is a full, true and correct copy of Resolution No. 93-36 on file in my office and that said resolution was adopted on the date there in stated. Dated this 14th day of April 1993.