Loading...
HomeMy Public PortalAbout99.7 LPFAr LYNWOOD PUBLIC FINANCING AUTHORITY RESOLUTION NO. 99.7 A RESOLUTION OF THE BOARD OF THE LYNWOOD PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $15,000,000 OF TAX ALLOCATION BONDS, AUTHORIZING THE EXECUTION ~"'" AND DELIVERY OF INDENTURES, LOAN AGREEMENTS, Il OFFICIAL STATEMENTS AND BOND PURCHASE CONTRACTS AND ALL OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Lynwood Public Financing Authority (the "Authority") is authorized under the Joint Exercise of Powers Agreement, dated as of March 1, 1993 (the "JPA Agreement"), by and between the Lynwood Redevelopment Agency (the "Agency") and the City of Lynwood (the "City") 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 Government Code (the "Act"), among other things, to purchase at public or negotiated sale certain obligations ("Obligations") issued by Members of the Authority and other public agencies and to sell at a public or negotiated sale such Obligations or to issue and sell at a public or negotiated sale bonds secured in whole or in part by such Obligations; WHEREAS, a redevelopment plan known as the Project Area A Redevelopment Plan ("Project Area A"), in the City has been adopted and approved by Ordinance No. 945, as amended, of the City, and all requirements of the law for and precedent to the adoption and approval of said redevelopment plan have been duly complied with; WHEREAS, a redevelopment plan known as the Alameda Project Area Redevelopment Plan ("Alameda Project Area"), in the City has been adopted and approved by Ordinance No. 933, as amended, of the City, and all requirements of law for and precedent to the adoption and approval of said redevelopment plan have been duly complied with; WHEREAS, the Agency has previously caused to be issued its 1993 Tax Allocation Bonds in an aggregate principal amount of $10,735,000 (the "Prior Bonds"); WHEREAS, the Agency now deems that is may be necessary and desirable to refinance the Prior Bonds and to finance the acquisition of real property and capital improvements within Project Area A and the Alameda Project Area (collectively, the "Project") as identified by resolution of the Agency by borrowing monies from the Authority through the execution of loan agreements (the "Loan Agreements"), each dated as of September 1, 1999, by and between the Agency and the Authority, such loans to be repaid from tax increment revenues from Project Area A and the Alameda Project Area, respectively; WHEREAS, the Authority is authorized pursuant to the Act to issue and sell at a public or negotiated sale bonds to finance public capital improvements whenever there are significant public benefits; WHEREAS, the Authority has determined to issue pursuant to the terms of the Indentures (as defined below) its tax allocation bonds in two or more series, and either taxable or tax- exempt or both depending on the circumstances in effect at the time of the issuance of such bonds (collectively, the "Bonds") in order to loan the proceeds thereof to the Agency pursuant to the terms of the Loan Agreements in order to refinance the Prior Bonds and finance the Project; WHEREAS, the issuance of the Bonds by the Authority and the execution of the documents hereby authorized will result in significant public benefits including, but not limited to (i) demonstrable savings in effective interest rates and (ii) employment benefits from undertaking the Project in a timely fashion, and (iii) more efficient delivery of local agency services to the residential and commercial development in each of the respective Project Areas; WHEREAS, there has been prepared and presented to this Board for consideration at this meeting the following documentation contemplated to be executed and delivered by the Authority for the refinancing of the Prior Bonds and the financing of the Project and the issuance of the Bonds: (i) forms of Indentures (the "Indentures"), each dated as of September 1, 1999, by and between the Authority and U.S. Bank Trust National Association, as trustee (the "Trustee") with the respect the Bonds; (ii) forms of Loan Agreements, each dated as of September 1, 1999, by and between the Agency and the Authority; (iii) the form of Bond Purchase Contract (the "Purchase Contract"), to be "'~ executed at the time of sale of the Bonds by and among the Agency, the Authority and J The Chapman Company, as underwriter thereunder (the "Underwriter"), the form of which has been presented to this Board; and (iv) the form of Official Statement relating to the Bonds. WHEREAS, it appeazs that each of the documents which are now before this meeting is in appropriate form and is an appropriate instrument to be executed and delivered by the Authority for the purposes intended; WHEREAS, the Underwriter has expressed its intention to initially purchase the Bonds authorized hereby and this Board finds that the public interest and necessity require that the Authority at this time make arrangement for the sale of the Bonds; 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 regulaz 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, BE IT RESOLVED BY THE BOARD OF THE AUTHORITY AS FOLLOWS: SECTION 1. Declaration of Board. This Boazd hereby specifically finds and declazes that the statements, findings and determinations of the Authority set forth in the preambles above and of the documents approved herein are true and correct. SECTION 2. A~nroval of Issuance and Sale of Bonds. The issuance and sale by the Authority of the Bonds, in an aggregate principal amount not to exceed $15,000,000 is hereby approved. The Authorized Officers of the Authority (as such term is defined in the Indentures) or any designee thereof aze hereby authorized for and in the name and on behalf of the Authority, to take all actions necessary to effect the issuance and sale of the Bonds. The Authorized Officers and each of them are hereby authorized and directed to cause to be issued Bonds, with respect to Project Area•A and the Alameda Project Area, respectively, in such number of series, taxable or tax-exempt or both, and subject to such other provisions as such Authorized Officers, upon the advice of the financial advisor to the City and the Authority and Bond Counsel, shall determine to be beneficial to the Authority and the City. SECTION 3. Annroval of Loan Agreements. The forms of Loan Agreements presented to this meeting and on file with the Secretary of the Authority, are hereby approved. The Authorized Officers of the Authority or any designee are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute said Loan Agreements in substantially said forms, with any changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Indentures of Trust. The forms of Indentures for the Bonds presented to this meeting and on file with the Secretary of the Authority, is hereby approved. The Authorized Officers of the Authority or any designee aze hereby authorized and directed, for and in the name and on behalf of the Authority, to execute said Indentures in substantially said form, with any changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. /1080828/ 2 ..~>= SECTION 5. Bond Purchase Contract. The form of Bond Purchase Contract presented to this meeting and on file with the Secretary of the Authority, is hereby approved. The Authorized Officers of the Authority or any designee are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver said Bond Purchase Contract in substantially said form, with any changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the initial interest rate payable on the Bonds does not exceed 8.50% and the Underwriter's discount does not exceed 2.00%. SECTION 6. Official Statement. The form of Official Statement relating to the Bonds (the "Official Statement"), on file with the Secretary of the Authority, to be used in connection l with the offer, sale and remarketing of the Bonds, is hereby approved, and the Board hereby ratifies and approves the distribution of the Official Statement to prospective purchasers of the Bonds, the Authorized Officers of the Authority or any designee are hereby directed to execute and deliver at the time of sale of the Bonds, the Official Statement in substantially the form of the Official Statement presented to this meeting, with such additions thereto or changes therein as such officers may require, recommend or approve upon consultation with counsel to the Authority and Bond Counsel to the Authority, such approval to be conclusive]y evidenced by the execution and delivery thereof, and to execute and deliver a certificate confirming that the information contained in the Official Statement (insofar as such information relates to the Authority) is "deemed final" by the Authority for purposes of Securities and Exchange Rule 15c2-12. SECTION 7. Attestation. The Secretary of the Authority is hereby authorized and directed to attest to the signatures of the authorized signatories of the Authority pursuant to this Resolution, as may be required or appropriate in connection with the execution and delivery of the documents and agreements approved by this Resolution. SECTION 8. Authenticated by Trustee. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriters in accordance with written instructions executed on behalf of the Authority by the President of the Authority or ine Vice President of the Authority or a designee of either, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price thereof. SECTION 9. Appointment of Bond Counsel. Brown & Wood [.t.p is hereby appointed to serve as Bond Counsel to the Authority in connection with the execution and delivery of the Bonds. The President of the Authority or her designee without further authorization by this Board is hereby authorized and directed to enter into an agreement with Bond Counsel to set forth the scope of services to be rendered by Bond Counsel including, but not limited to, the compensation to be paid by the Authority to Bond Counsel; provided however the compensation payable to Bond Counsel shall be contingent upon the issuance and sale of the Bonds. SECTION 10. Other Actions. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, whether before or after the issuance of the Bonds, including without limitation any of the foregoing actions which may be necessary or desirable in connection with the Project, any substitution or addition of security for the Bonds or any redemption of the Bonds may be taken (~ or given by the President of the Authority or her designee without further authorization by this Board, and the President or his designee is hereby authorized and directed to give such consent, ' approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution. SECTION 11. Ratification and Further Action. All action heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds by the Authority are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to those described in the Indentures, nososze/ 3 the Loan Agreements, the Purchase Contract, and the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and the transactions contemplated hereby. SECTION 12. Effective Date. This Resolution shall take effect immediately upon its passage. /1080828/ 4 PASSED AND ADOPTED this 26th day of August, 1999, by the following vote: AYES: MEMBER BYRD, RICHARDS, SANCHEZ NOES: MEMBER REYES ABSENT: MEMBER REA Attest: Secretary ANDREA L. HOOPER APPROVED AS TO FORM: C2,L~ ,~.~,~-~~"~~ CI ATTORNEY /1080828/ 5 By: APPROVE®D~ ~,A~S~T~O/CO~N~TENT(~~ -~~~F Y~W~~ 1 Lr'7aCUw-~ RALPH D VIS INTERMIN CHIEF ADMINISTRATIVE OFFICER SECRETARY'S CERTIFICATE I ~~2~.1 ~ , `. p1, QV~A-C~'ti! Secretary of the Board of the Lynwood Public Financing Authority (A Joint Powers rAgency), hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the Board of said Joint Powers Agency duly and regularly and legally held at City Hall, City of Lynwood, California on August 26, 1999, of which meeting all of the Members of the Board had due notice and at which a quorum was present. I have carefully compared the same with the original minutes of said meeting on file and of record in the Secretary's office and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. . Dated~~# 1999 Secretary /1080828/