HomeMy Public PortalAbout90-203 (12-18-90)RESOLUTION NO. 90-203
RESOLUTION AUTHORIZING THE FINANCING OF THE ACQUISITION
OF CERTAIN FIREFIGHTING AND OTHER UTILITY VEHICLES AND
EQUIPMENT FOR THE CITY OF LYNWOOD; AUTHORIZING .THE CITY
OF LYNWOOD TO ENTER INTO A LEASE AGREEMENT WITH
~, INDEPENDENT CITIES LEASE FINANCE AUTHORITY FOR PURPOSES
OF FINANCING SUCH ACQUISITION AND INSTALLATION AND
AUTHORIZING THE EXECUTION OF OTHER INSTRUMENTS AND THE
TAKING OF OTHER ACTIONS RELATED TO SUCH FINANCING
WHEREAS, Independent Cities Lease Finance Authority
(the "Authority") is a joint powers agency created and operating
under the California Government Code Sections 6500 et seg, and as
such, is authorized under the Marks-Roos Local Hond Pooling Act
of 1985 commencing with Section 6584 of the California Government
Code, as amended (the "Act"), to issue its bonds to finance
public capital improvements for local agencies (as such terms are
defined in the Act); and
WHEREAS, the Authority is authorized by the Act to
enter into lease agreements pursuant to which local agencies
lease public capital improvements from the Authority, and the
Authority is authorized by the Act to charge and collect rents
under such lease agreements; and
WHEREAS, in response to the demand of certain local
agencies to finance public capital improvements and in
furtherance of the "significant public benefits" (as defined in
Section 6586 of the Act) to be gained by the entry of such local
r-~ agencies into the Authority's pooled lease financing program (the
~ "Program"), the Authority issued its independent Cities Lease
~, Finance Authority Lease Revenue Bonds (Pooled Projects)
Series 1988 (the "Bonds") in the aggregate principal amount of
$35,000,000 pursuant to the Act and the hereinafter defined
Indenture to finance the cost of public capital improvements to
be leased by the Authority to local agencies (within the meaning
of Section 6585(f) of the Act) (collectively, the "Lessees"); and
WHEREAS, in order to accomplish the foregoing purposes,
the Authority proposes to use the proceeds of the Bonds to
acquire, construct, install and equip public capital improvements
as defined in Section 6585(9) of the Act (collectively, the
"Projects") and lease the Projects to the Lessees pursuant to
Lease Agreements to be entered into between the Authority and the
Lessees and, pursuant to a Trust Indenture (the "Indenture")
dated as of June 1, 1988, between the Authority and Seattle-First
National Bank, as trustee (the "Trustee"), the Authority has
pledged and assigned the right to receive and enforce the rental
payments thereunder to the Trustee to secure the Bonds; and
WHEREAS, the City of Lynwood, California, a municipal
,~, corporation and a General Law city duly organized and existing
under the laws of the State of California (the "City"), is a
"local agency" (within the meaning of Section 6585(f) of the
~ Act), and the City has submitted to the Authority and the Bank
(hereinafter defined) an application to finance pursuant to the
Program the acquisition of certain firefighting and utility
vehicles and equipment, as described in more detail in Exhibit C
to the proposed form of Lease Agreement (the "Lease Agreement")
to be dated as of December 1, 1990, between the Authority, as
lessoc, and the City, as lessee (such acquisition and instal-
lation, as more particularly described in the Lease Agreement,
being herein referred to as the "Project"), and the Project
constitutes "public capital improvements" (within the meaning of
Section 6585(9) of the Act) and National Westminster Bank, PLC,
acting through its San Francisco Overseas Branch (the "Bank") has
notified the Authority that it has approved such application as
provided in the Indenture; and
WHEREAS, the City Council of the City (the "Council")
finds that "significant public benefits" (within the meaning of
Section 6586 of the Act) will accrue to the City if the Project
is financed with a portion of the proceeds of the Bonds through
the City's participation in the Program; and
WHEREAS, there have been reviewed by the Council with
the aid of its staff and are now before this meeting the follow-
ing documents entered into in connection with the Program and the
issuance of the Bonds:
(1)The Indenture, including as exhibits thereto the form of
Bond and the form of Lease Agreement to be entered into by the
~, Authority, as lessor, and each Lessee as it enters the Program;
(2)Reimbursement Agreement dated as of June 1, 1988 (the
"Reimbursement Agreement") between the Authority and National
Westminster Bank PLC, acting through its San Francisco Overseas
Branch (the "Bank"), including as Exhibit X thereto the form of
Irrevocable Direct Pay Letter of Credit (the "Letter of Credit")
issued by the Bank to secure the Honds, as Exhibit Y thereto the
Pledge Agreement (hereinafter defined) and as Exhibit Z thereto
the form of Letter of Representation to be delivered by each
Lessee to the Authority and the Bank in connection with the
execution of its Lease Agreement;
(3)Remarketing Agreement dated as of June 1, 1988 (the
"Remarketing Agreement"), between the Authority and Smith Harney,
Harris Upham & Co. Incorporated, as remarketing agent (the
"Remarketing Agent");
(4) Pledge and Security Agreement dated as of June 1,
1988 (the "Pledge Agreement"), between the Authority and the
Hank;
(5) Tender Agent Agreement dated as of June 1, 1988
(the "Tender Agent Agreement"), between The Hank of New York, as
tender agent (the "Tender Agent"), and the Trustee; and
(6) Arbitrage Regulation Agreement dated June 6, 1968
(the "Arbitrage Agreement"), between the Authority and the
Trustee; and
WHEREAS, there have been prepared and are now before
this meeting the following forms of documents to be entered into
in connection with the City's participation in the Program in
order to finance the Project, and such forms of documents have
been reviewed by the Council with the aid of its staff:
(7) Lease Agreement, including as exhibits thereto,
certain definitions, a description of Lease Payments payable
under the Lease Agreement, a description of the Project,
addresses for notices pursuant to the Lease Agreement, a
description of any previously acquired portions of the Project
and a description of certain contracts to be assigned by the City
to the Authority in connection with the Project; and
(8) Letter of Representation (the "Letter of
Representation") to be executed and delivered by the City to the
,~. Authority and the Bank as required by the Reimbursement
Agreement;
NOW THEREFORE, BE IT RESOLVED by the City Council of
the City of Lynwood, as follows:
Section 1. The City is hereby authorized to enter into
the Lease Agreement in substantially the form presented to this
meeting, under which the Project shall be acquired and
constructed and leased by the Authority to the City, all upon the
terms and conditions as set forth in said form of Lease
Agreement, submitted to and reviewed by the Council on the date
hereof, with such changes from the form of Lease Agreement
presented to this meeting as shall be approved by the Authorized
Representative executing the Lease Agreement on behalf of the
City, such Authorized Representative's signature thereon being
conclusive evidence of such approval.
_ 2 _
Section 2. The City is hereby authorized to execute and
deliver the Letter of Representation in substantially the form
submitted to and reviewed by the Council on the date hereof, with
such changes from the form of Letter of Representation presented
to this meeting as shall be approved by the Authorized Represen-
tative executing the Letter of Representation on behalf of the
City, such Authorized Representative's signature thereon being
conclusive evidence of such approval.
Section 3. The Council hereby finds and determines in
accordance th Section 6586 of the Act that the financing of the
Project through the C1ty's participation in the Program as
authorized by this Resolution will result in significant public
benefits for the City by demonstrable savings in effective
interest rate expenses and financing expenses associated with the
Project. The Council hereby finds and determines that the
Project and the leasing of the Project as provided in this
Resolution serves an essential governmental function and a public
purpose of the City and the Project constitutes Public Capital
improvements within the meaning of the Indenture.
Section 4. The City is hereby authorized to comply, and
the Council agrees that the City shall comply, with the pro-
visions of the indenture, the Arbitrage Agreement, the Reimburse-
ment Agreement, the Pledge Agreement, the Remarketing Agreement
and the Tender Agent Agreement insofar as the provisions of such
instruments shall be applicable to the City.
Section 5. The Mayor of the City (the "Authorized
Representat~") is hereby authorized and directed to execute and
deliver the Lease Agreement and the Letter of Representation, for
and on behalf of, and as the act and deed of, the City, and the
City Clerk of the City is hereby authorized and directed to
attest and impress the corporate seal of the City upon each of
the foregoing documents on behalf of the Cfty if such attestation
is required.
i
Section 6. The City shall, and the officers, employees
and agents off- t~fie City are hereby authorized and directed to,
take such action and execute such other agreements, documents,
financing statements, certificates and instruments as may be
necessary or desirable to carry out and comply with the intent of
this Resolution and to carry out, comply with and perform the
duties of the City with respect to the agreements mentioned
herein, as executed. All acts and doings of the officers and
employees of the City which are in conformity with the purposes
and intent of this Resolution and in furtherance of the financing
of the Project are hereby in all respects, authorized, ratified,
approved and confirmed.
Section 7. The provisions of this Resolution are hereby
declared to ~e separable, and if any section, phrase or provision
shall for anv reason be declared invalid, such declaration shall
not affect the validity of the remainder of the sections, phrases
and provisions hereof.
Section 6. All ordinances, resolutions and orders, or
'`-' parts thereof in conflict with the provisions of this Resolution
are, to the extent of such conflict, hereby repealed.
Section 9. The provisions of this Resolution shall
constitute a contract binding between the City and the owners of
the Bonds, and this Resolution shall not be repealed or amended
in any respect which would adversely affect the rights of such
owners so long as any of the Bonds or the interest thereon
remains unpaid.
Section 10. This Resolution shall be in full force and
effect~d~ately upon its passage.
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PASSED AND ADOPTED this 78th day Of December , 1990,
by tihe following vote:
AYES: COUnCilmemberS: ODUNQrr~swR~G HEINE, REA, RI(~-IARDS, WELLS, f~IIVING
NOES: Councilmembers: NONE
ABSENT: Councilmembers: NONE
____~
Mayor
(SEAL)
Attest:
City Cler~i
r
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