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HomeMy Public PortalAbout99.5 LPFALYNWOOD PUBLIC FINANCING AUTHORITY RESOLUTION NO. 99.5 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF THE AUTHORITY'S LEASE REVENUE BONDS SERIES 1999; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, LEASE AGREEMENT AND SITE LEASE; AND AUTHORIZING AND APPROVING CERTAIN OTHER ACTIONS 1N CONNECTION THEREWITH. WHEREAS, the Lynwood Public Financing Authority (the "Authority") is authorized under that certain Joint Exercise of Powers Agreement (the "JPA Agreement"), by and between the City of Lynwood (the "City") and the Lynwood Redevelopment Agency, and 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 Govenunent Code (the "Bond Pooling Act"), among other things, to issue and sell at public or negotiated sale bonds to pay the cost of any public capital improvement and to acquire, dispose of, and lease real and personal property; WHEREAS, the Authority has been organized for the purpose, among other things, of assisting the City in the financing of public projects which aze of benefit to the City; WHEREAS, the City presently owns certain real property in the City commonly known as the Lynwood Community/Transit Center (the "Leased Property); WHEREAS, the City desires to arrange for the financing of the design, construction and equipping of certain public capital improvements within the City (the "Project") and for the refunding of its outstanding Lease Revenue Bonds (Civic Center Project), Series 1996 (the "Prior Bonds"); WHEREAS, to finance the Project and refund the Prior Bonds, the City desires to lease the Leased Property to the Authority and shall in return sublease the Leased Property from the Authority; WHEREAS, the City is requesting the Authority to issue its Lease Revenue Bonds Series 1999 (the "Bonds") pursuant to a Trust Indenture (the "Indenture"), by and between the Authority and U.S. Bank Trust National Association, as Trustee (the "Trustee") to be appointed by the chairman, chief executive officer or the treasurer of the Authority (each an "Authorized Officer"); WHEREAS, the City now deems it necessary and desirable to refinance the Prior Bonds to the extent that there is a benefit to the City to such refunding; WHEREAS, the issuance of the Bonds by the Authority will have significant public benefits within the meaning of California Government Code Section 6586, including, but not limited to, demonstrable savings in effective interest rate, bond preparation, bond underwriting, and bond issuance costs, as compared to alternative financing solutions; WHEREAS, the Authority wishes at this time to authorize all proceedings related to such financing and the execution and delivery of all agreements and documents related thereto; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of Caiifornia to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do or will exist, have happened or will happen, and have been or will be 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 transactions for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, THE GOVERNING BOARD OF THE LYNWOOD PUBLIC FINANCING AUTHORITY DOES RESOLVE AS FOLLOWS: SECTION I. Declaration of Governing Board. This Governing Board hereby specifically finds and declares that the statements, findings and determinations of the Authority set forth in the preambles above and in the preambles of the documents approved herein are true and correct. SECTION 2. Approval of Indenture Lease Agreement and Site Lease. The forms of (1) the Indenture, (2) the Lease Agreement, and (3) the Site Lease (such documents collectively referred to as the "Authority Documents") presented to this meeting and on file with the Secretary of the Authority (the "Secretary") are hereby approved. The Authorized Officers are each authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Authority Documents in substantially said forms, with such changes therein (and additions thereto to reflect the terms of sale of the Bonds) as such Authorized Officer may require or approve after consultation with the Authority's general counsel and with Brown & Wood t1.P, the Authority's Bond Counsel with respect to the Bonds, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. Issuance of Bonds. The issuance of the Bonds on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture is authorized and approved. The Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture as finally executed. The proposed form of the Bonds, as set forth in the Indenture, is approved and the Authorized Officers are each authorized and directed to execute for and on behalf of the Authority the Bonds in substantially such form, the Secretary is authorized and directed to attest thereto, and the Trustee is authorized and directed to authenticate and deliver the Bonds to the original purchasers thereof in accordance with the Indenture as finally executed; provided, however, that the aggregate principal amount of the Bonds shall not exceed $4,000,000, the true interest cost of the Bonds shall not exceed 7.00%, and the final maturity of the Bonds shall not be later than 30 years from the date of issuance thereof. The Authorized Officers and each of them are hereby authorized to cause there to be proceeds of the Bonds sufficient to refund the Prior Bonds if, in the opinion of such Authorized Officers or any of the and upon the advice of the City's and the Authority's financial advisor and Bond Counsel, such refunding shall be beneficial to the City. SECTION 4. Sale of Bonds. T'ne sale of the Bonds at negotiated sale is approved. The Bonds shall be sold pursuant to a bond purchase agreement, the form of which is presented to this meeting and is hereby approved; provided, however, that the underwriting discount of The Chapman Company (the "Underwriter") shall not exceed 1.70%. The Authorized Officers are each authorized to execute and deliver said agreement so long as the conditions set forth herein have been met. SECTION 5. Preliminary Official Statement and Official Statement. The form of preliminary official statement (the "Preliminary Official Statement") related to the Bonds presented to this meeting and on file with the Secretary is approved. The delivery of the Preliminary Official Statement in substantially said form, with such changes thereto as the Authorized Officers may require or approve, such approval to be conclusively evidenced by the delivery thereof, is hereby authorized. Each Authorized Officer is authorized (1) to certify that the Preliminary Official Statement (as finally delivered) is "deemed final" as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission and (2) to cause to be prepared for and on behalf of the Authority an official statement to be executed and delivered in accordance with the Notice of Sale. The Underwriter is authorized and directed to cause copies of the Preliminary Official Statement (as finally delivered) to be mailed to prospective bidders for the Bonds, with such changes thereto as shall be approved by an Authorized Officer. SECTION 6. Other Actions. The Authorized Officers and such other proper officers of 111 the Authority are authorized and directed, individually and collectively, to take all actions and to execute and deliver any and all documents which they may deem necessary or advisable in order: (1) to engage the Trustee under the Indenture; (2) to arrange for the funding of the Reserve Account (as defined in the Indenture) with a letter of credit, surety bond or insurance policy or alternatively to arrange for any liquidity facility, including without limitation liquidity, put, purchase or hedge agreements, for the purpose of providing liquidity or redemption options with respect to any Permitted Investments (as defined in the Indenture) held in the Reserve Account if, upon the advice of the Underwriter, such letter of credit, surety bond, insurance policy or liquidity facility will be economically beneficial to the Authority and the City; (3) to arrange for /1080679/ 2 the insuring of all or any portion of the Bonds through one or more municipal bond insurance companies, if, upon the advice of the Underwriter, such insurance will result in a lower true interest cost to the Authority; (4) to obtain a rating on the Bonds if advised to do so by the Underwriter; and (5) to consummate the sale, execution and delivery of the Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Bonds, the Authority Documents, the Preliminary Official Statement and the Official Statement. Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved. SECTION 7. Continuine Disclosure Agreement. The form of Continuing Disclosure r Agreement presented to this meeting is hereby approved. Each Authorized Officer is hereby Il authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver said Continuing Disclosure 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 8. Effect. This Resolution shall take effect immediately upon its passage. /1080679/ 3 PASSED AND ADOPTED this 26th day of August, 1999 by the following vote: AYES: MEMBER BYRD, RI CHARDS, SANCHEZ NOES: MEMBER REYES ABSENT: MEMBER REA C SANCHEZ, PRESIDENT ~~ ~v ~~~~c:'-/~c~~ ATTEST:ANI3REA L. HOOPER, SECRETARY PROVED AS TO CONTtENT~ u S/i I~EAIFI^CIIl'EF- ADMINISTRATIVE OFFICER APPROVED AST FORM: ~ , ~~~/ C`dTY ATTORNEY i /1080679/ 4