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HomeMy Public PortalAbout95-6 LPFAi, ~ RESOLUTION NO. 95-6 RESOLUTION OF THE AUTHORTI'Y COMMISSION OF THE LYNWOOD PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY AND SALE OF UP TO $1,500,000 OF TFFI)3, AUTHORITY'S REVENUE BONDSI 1995 SERIES A, THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE, LEASE/PURCHASE AGREEMENT, SITE LEASE, ASSIGNMIIVT AGREEMENT, BOND PURCHASE CONTRACT -~-' -_ _ _ ...,_:.,a, ~~i~ EiLL Via=ig'.i<t1C~1~GrdS IN CONNECTION WITH THE SALE AND DEI-IVERY OF UP TO $1,500,000 OF REVENUE BONDS OF THE AUTHORITY WHEREAS, the Lynwood Public Financing Authority (the "Authority") is authorized under 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 Govetnment Code, as amended (the "Act"), to purchase at public or negotiated sale certain qualified obligations, as further defined herein ("Obligations"), issued by Members of the Authority and other public agencies ("Local Agencies") and sell at public or negotiated sale Authority bonds secured in whole or in part by such Obligations or by other designated revenues; and WHEREAS, the Authority is atthorized under the Act to provide fmancitig for Public Capital Improvements and other costs by entering into Lease/Purchase Agreements (as defined in the Act) with Local Agencies; and ` '.L WfIEREAS, the Autho-ity desires to issue, sell and deliver i=.s Revenue ,ilords, i=~9`~ u .~, ~_ e aggregate pnrc:pal 3r-?Dual hereinafter set forth to obtain monies to finance certain Public Capital Improvements and to enter into a certain Lease/Purchase Agreement, all under and in accordance with the Constitution and laws of the State of California, including the Act; 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 transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such ttnsactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the Authority, as follows: Section 1. Pursuant to the Act, Revenue Bonds of the Authority designated as the "Lynwood Public Financing Authority Revenue Bonds, 1995 Series A" (the "Bonds") in az~ uEbi~.b< i:i ii.CiYni d';Prveini Lu't t0 eXCeeL1 31,3i;'v,i/G arc tereby authorzed to be issued. Section 2. The Treasurer/Auditor of the Authority (the "Treasurer") is hereby authorized to sell the Bonds, at private sale, in such aggregate amount and at such price and at such interest rate or tales and upon such terms and conditions as the Treasurer may determine; so long as (i) the aggregate principal amount of the Bonds does not exceed $1,500,000; (ii) the maximum term of the Bonds does not exceed 15 years; (iii) the net interest cost of the Bonds does not exceed eight percent (8.5 %1 per annum; and (iv) the underwriters' fee does not exceed 1.5 of the original aggregate principal amount of the Bonds. Section 3. The proposed form of T>~rst Indenture related to the Bonds, between the ~AathoT~ay and Seattle-First National ,Bank, .us trus*,ee (the "Trustee") (the "Indenture";, as presented to this meeting is hereby approved. The President, Vice President, Chief Administrative Officer, Treasurer and Secretary of the Authority (the "Officers") are hereby authorized and dtrected, for and on behalf of the Authority, to execute and deliver to said Trustee the Indenture, in substantially the form presented to this meeting, with such changes therein as such Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date, maturity date, method of calculating the interest rate or rates, interest payment dates, denominations, forms, restrictions, privileges, phtce or places of payment, terms of redemption and other terms of the Bonds shall be provided in said Indenture, as finally executed. Section 4. The proposed form of Site Lease (the "Site Lease") between the Authority and the City of Lynwood (the "City") as presented to this meeting is hereby approved. The Officers of the Authority are hereby authorized and directed, for and on behalf of the Authority, to execute the Site Lease in substantially the form presented at the meeting, vrith such changes therein as such Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of Lease/Purchase Agreement between the Authority and the City (the "Lease") as presented to this meeting is hereby approved so long as (i) the aggregate principal amount of the Lease does not exceed $1,500,000; (ii) the maximum initial term of the Lease does not exceed 15 years; and (iii) the net interest cost on the Lease does not exceed eight and one half percent (8.5 %) per annum. The Officers of the Authority are hereby authorized and directed, for and on behalf of the Authority, to execute the Lease in substantially the form presented at this meeting, with such changes therein as such Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The proposed form of Assignment Agreement between the Authority and the Trustee (the "Assignment Agreement") as presented to this meeting is hereby approved. The Officers of the Authority are hereby authorized and directed, for and on behalf of the Authority, to execute the Assignment Agreement in substantially the form presented at this meeting, with such changes therein as such Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Bond Purchase Contract (the "Bond Purchase Contract") between Grigsby Brandford & Co., Inc. (the "Underwriter") and the Authority, as presented to this meeting, is hereby approved. The Officers of the Authority are hereby authorized and dsected, for and on behalf of the Authority, to execute the Bond Purchase Contract in substantially the form presented at this meeting, with such changes therein as such Officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The President or the Chief Administrative Officer of the Authority is hereby authorized to review the Preliminary Official Statement, a form of which has been presented to this meeting, and to certify on behalf of the Authority to the Underwriter, at or before the mailing of the Preliminary Official Statement, that the Preliminary Official Statement is deemed in substantially final form in accordance with Securities and Exchange Rule 15c2-12, except for certain information permitted to be omitted therefrom. The Underwriter's use and distribution of the Preliminary Official Statement, as certified by the President or Chief Administrative Officer of the Authority, and use and distribution of the final Official Statement in connection with the sale of the Bonds are hereby approved. Section 9. The Bonds will be limited obligations of the Authority payable solely from the Revenues to be received by the Authority pursuant to the Lease, Qualified Investments and "~ other assets (including certain proceeds of the Bonds) pledged therefor under the Indenture, all JI as defined in the Indenture, and shall not be deemed to constitute a debt or liability of the Authority, the City, the Lynwood Redevelopment Agency, the State of California, or any other subdivision thereof, under any constitutional or statutory debt limitation. Each Bond shall contain a statement to the effect that neither the State of California nor the Authority shall be obligated to pay the principal of such Bond, or the interest thereon, except from Revenues of the Authority. as defined in the Indenture, and that neither the faith and credit nor the taxing power of the State of California or any political subdivision thereof is pledged to the payment of the principal of or the interest on such Bonds. Neither the Members of the Authority nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. . '. ~ - ' , Section 10. The Bonds shall be issued subject to compliance with provisions of the Act, and under applicable laws and regulations and subject to the further conditions that (a) the Authority and the Underwriter shall have first agreed to mutually acceptable terms for the Bonds and the sale and delivery thereof, and (b) all requisite governmental approvals shall first have been obtained. Section 11. The Bonds in the aggregate principal amount of not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) shall be executed by the manual or facsimile signature of the President or Vice President of the Authority, and attested by the manual or facsimile signature of the Secretary of the Authority, or such other officer or employee as may be designated by the President, in the form set forth in and otherwise in accordance with the Indenture. Section 12. The Bonds, when so executed, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's Certificate of Authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or at the direction of the Underwriter as original purchaser thereof in accordance with the written instructions executed on behalf of the Authority by the President, Vice President or such other officers or employees. as may be designated by the President, which instructions said officers are hereby authorized and directed, for and on behalf of the Authority, to execute and deliver to the Trustee. Said instructions shall provide for the delivery of the Bonds to or at the direction of the Underwriter as original purchaser thereof, as determined and confirmed by the Chief Administrative Officer of the Authority, upon payment of the purchase price thereof. Section 13. The Secretary of the Authority is hereby authorized and duected to attest the signatures of the President, the Vice President or such other officers or employees as may be required in connection with the execution and delivery of the Indenture, the Lease, the Site Lease, the Assignment Agreement, the Bond Purchase Contract and the Bonds in accordance with this Resolution. Sectic~ 14. The O`rce.-; oft':e ,=;~tiEority are 'rereby authorued and directed, jointly and severally, to do any and all things and to execute and deliver any and all such documents which they deem necessary or advisable (including the purchase of a municipal bond insurance policy) in order to consummate the issuance, sale and delivery of the Bonds and otherwise to effectuate the purposes of this Resolution, the Bond Purchase Contract, the Lease, the Site Lease, the Assignment Agreement, and the Indenture and the transactions contemplated hereby and thereby. Section 15. This Resolution shall take effect immediately upon its passage and remain in full force and effect thereafter. I hereby certify that the foregoing resolution was duly passed and adopted by the Authority Commission of the Lynwood Public Financing Authority at a regular meeting thereof, held October 17, 1995, by the following vote: AYES: COUNCILMEMBER HEINE, REA, RICHARDS, BYRD NOES: NONE ABSENT: COUNCILMEMBER HENNING Secretary of the Authority Approved: Approved: ~ ^ ~~ President Louis Byrd APPROVED AS TO CONTENT: ic' .~ ~/ 1/Loci~ A~Ifr~tta Earnest Finance Director r