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Home My Public Portal About2003.133 (07-01-03)RESOLUTION NO. 2003.133 RESOLUTION OF THE CITY OF LYNWOOD, CALII+'ORNIA AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF SUPPLEMENT NO. 2 TO INSTALLMENT PURCHASE AGREEMENT, A TRUST INDENTURE, AN ESCROW . AGREEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION ~• ~ WITH THE I5SUANCE BY THE LYNWOOD PUBLIC ~ I FINANCING AUTHORITY OF ITS WATER REVENUE ' REFUNDING BONDS (WATER SYSTEM IMPROVEMENT ~ PROJECT) SERIES 2003 SERIES, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN AGGREGATE PRINCIPAL ~ AMOUNT OF NOT TO EXCEED FIVE MILLION DOLLARS, AUTHORIZING T.HE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN . CONNECTION THEREWITH AND AUTH~RIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, in 1995, the City of Lynwood, California (the "City") decided to finance certain improvements to its water system, WHEREAS, the Lynwood Public Financing Authority (the "Authority") assisted the City in this regard by issuing its Lynwood Public Financing Authority Water Revenue Bonds (Water System Improvement Project) Series 1995 (the "Prior Bonds"); WHEREAS, the Crty is obligated under an Installment Purchase Agreement dated as of October 1, 1995 by and between the City and the Authority (the "Installment i Purchase Agreement") to make installment payments to the Authority to repay the Prior ~ Bonds, WHEREAS, in order to achieve cerhain interest rate savings on its installment . payments, the City desires to refund the Prior Bonds and revise the Installment Purchase Agreement and the Authority desires to assist the City in refunding the Prior Bonds, WHEREAS, in order to provide funds to refund the Prior Bonds, the Authority desires to issue its Water Revenue Refunding Bonds (Water System Improvement Project) Series 2003 (the "Bonds"), WHEREAS, the Bonds will be payable from and secured by installment payments (the "Installment Payments") to be made by the City pursuant to the Installment Purchase Agreement as supplemented by Supplement No 2 to Installment Purchase Agreement (such Supplement No 2 to Installment Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution; being referred to herein as the "Supplement No. 2 to Installment Purchase Agreement"), WHEREAS, the City and the Authority propose to issue the Bonds pursuant to a ` Trust Indenture by and among the Authority, the City and US Bank National Association, ~ as trustee (such Trust Indenture, in the form presented to this meeting, with such changes, ~ msertions and omissions as are made pursuant to this Resolution, bemg referred to herein , as the "Indenture"); . WHEREAS, the City has determined that securing the timely payment of the principal of and interest on the Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous, WHEREAS, the funds to pay the principal of, and premium and interest on, the Pnor Bonds through the redemption date or dates thereof will be applied to such purpose pursuant to an Escrow Agreement by and between .the Authority and US Bank National Association, as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement"); WHEREAS, Backstrom McCarley Berry & Co., LLC, as underwriters (the "Underwriters"), have presented the Authority and the City with a form of Bond Purchase Agreement, pursuant to which the Underwriters propose to purchase the Bonds (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, bemg referred to herein as the "Purchase Agreement"); WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, the Underwriters must have reasonably determ'ined that the issuer or one or more obligated persons has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial and operating data and certain material events on an ongoing basis, WHEREAS, in order to assist m providing for the satisfaction of such requirement, the Authority desires to enter into a Continuing Disclosure Agreement with the US Bank National Association, in its capacity as trustee and in its capacity as dissemination agent (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Agreement"), WHEREAS, there have been prepared and submitted to this meeting forms of; (a) Supplement No. 2 to Installment Purchase Agreement; (b) Indenture; (c) Escrow Agreement, ~' (d) Purchase Agreement, (e) Continuing Disclosure Agreement, and (~ a draft of the Preliminary Official Statement to be used in connection with the offering and sale of the Bonds (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution being referred to herein as the "Prehminary Official Statement")„and WHEREAS,'the City Council of the City (the "City") desires to authorize the issuance of the Bonds and the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance of the Bonds, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Lynwood, California, as follows. Section 1. All of the recitals herein contained are true and correct and the Board so finds. ~~ Section 2. Subject to the provisions of Section 4 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed five million dollars ($5,000,000), on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved Section 3. The form of Supplement No 2 to Installment Purchase Agreement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, is hereby approved, and each of the Mayor, the City Manager and the Assistant City Managers of the City (collectively, the "Authorized Officers") is hereby authorized, ~and any one of the Authorized Officers is hereby directed, for and in the name -' , and on behalf of the City, to execute and deliver Supplement ~No. 2 to Installment ~ ' Purchase Agreement 'in substantially said form, with such changes, insertion's and ' ~ ~ ' omissions, therein as the Authorized Officer executing the same may require or approve, . such approval to be coriclusively evidenced by the execution and delivery thereof; ~. provided, however, that the aggregate principal amount of Installment Payments payable ~ by the City ~under, Supplement No. 2 to Installment Purchase Agreement shall not exceed $5,000,000, the term of the Supplement No. 2 Installment Purchase Agreement shall not exceed 20 years and the true interest cost applicable to the~ Installment ~Payments payable ~` ~ ' , by the City under Supplement No. 2 to Installment Purchase Agreement shallrnot exceed ' I~ 6.5%, per annu~m. ° ~ ~ . • . ~ ~ , : Section 4. The form of Indenture, in substantially the form ~presented to this meeting and made a part hereof as though set forth in full lierein, is hereby~ approved, and " each of the Authorized Officers is hereby authoriz'ed, and any one of the Authorized Officers is hereby directed, for and in the name' and `on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and ~ omissions therein as` the Authorized Officer executing the same may require or~ approve, ~ such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal 'amount of Bonds shall not exceed #$S,OOO,OOO,.the final maturity date of tfie Bonds shall not be later than 20 years after the ~ date of issuance thereof and the true interest cost fqr the Bonds shall not be in excess of ~ 6 5%. . - Section 5. The Council hereby confirms and reaffirms the pledge of Revenues fo the payment of the Bonds as defined in and as set forth in the Iridenture. ' Section 6. The form of Escrow Agreement, in substantially the form presented to this meetirig and made a part hereof as though set forth in full herein, is ~hereby approved; and each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby~directed, for and in the name and ori behalf of the City, to execute 'and deliver the Escrow Agreement in substantially said form, with such changes, ' insertions and om'issions therein as the Authorized Officer executing the same may require or ,approve, such approval .to be conclusively evidenced by -the execution and delivery. thereof. ' Section 7. The form of Purchase Agreement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, is hereby approved, and each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name and on'behalf of the City, to execute and deliver the Purchase Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution. and delivery thereof; provided,~ liowever, that the Underwriters' discount for the sale of the Bonds {exclusive of~ any original issue discount) shall not exceed 1.5% of the initial aggregate principal amount of the Bonds. ' ' Section 8. " The form of Continuing Disclosure Agreement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, is '~ hereby approved, and each of the Authorized Officers is hereby authorized, .and any one of , the Authorized OfFicers is hereby directed, for and in tlie name and on behalf of the City, to execute and~ deliver the Coritinuing Disclosure Agreement in~ substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery. thereof. ~ Section 9. The form of P~reliminary Official Statement, in substantially the form presented to this meeting and made a~part hereof as though set forth in full herein, with such changes, insertions.and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the distribution of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved The • Authorized Officers are hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meariing of Rule 15c2-12 (except ifor•the omission of certain final pricing, rating and related~ information as pertnitted by Rule 1Sc2-12). ' ~ , Section 10. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the ~same is hereby authorized and approved. The Official Statement shall be ~~in substantially the ~form of the Preliminary Official Statement, with ,such changes, insertions ~ and omissions as may be approved by an Autliorized Officer, such approval to be conclusively evidenced .by the execution and delivery thereof. Each of the Authorized , O~cers is hereby authorized, and any'one of the~Authorized Officers is hereby directed, ,~ for and in ~the name and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto, for and in the ,name of the City ' ~ Section `l l. The Authorized Officers are each hereby authorized and directed to apply for municipal bond insurance for the 'Bonds. The Authorized Officers are each ~ hereby authorized, and any orie of the Authorized Officers is hereby directed, for and 'in the name and on behalf of the City, to obtain such municipal bond insurance and to execute and deliver a contract for such ~ insurance if such insurance and contract are deemed by the Authorized Officer executing such contract to be in the best interests of the City, such_ determination to be conclusively evidenced .by such Authorized Officer's execution and delivery of such contract. . ~ Section .12. The officers and 'employees of the City are hereby authorized and directed; jointly and severally, to do any and all things which they may deem necessary or ad'visable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including • determining the date on which the Prior Bonds .of each maturity will be redeemed, and the payrrient of the costs of issuing the Bonds, . including, but not limited to the fees and experises of borid counsel, ~ disclosure counsel, trustee, escrow agent, bond insurance, . rating.fees and the.fees.of the verification agent. ~ , . i~ Section 13. All actioris heretofore taken by the officers and employees of the ~ City with respect to the transactions herein authorized above are hereby approved, confirmed and ratified ~ • '` • - ~ Section 14. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the City of Lynwood on , 2003. , ERNANDO PED OZA, MA R . ~ " °, ' ATTEST: ' ' , ~ • ~r ' . - ANDREA L. HOOPER, CITY: CLERK , ' APPROVED AS TO FOR1Vd: ' APPROVED AS TO CONTENT: L . . . ' iv it Attorney ~, . Lorry Hempe, City Manager • ~ ~ ~ STAT.E OF CALIFORNIA ) . ~ ` . ) SS. ° . COUNTY OF LOS ANGELES ) . - ~~. 1, the undersigned, City Clerk of the City of Lynwood, do hereby certify Y that the above and foregoing Resolution was duly adopted by the C'ity Council of ~_ . , . . ,` tlie City of Lynwood at a regular rneeting held in the City Hall of said City on the ~ 1Stday of July 20D3; and passed by the following vote: _ . . ~ , AYES:~ COUNCILMEN BYRD, RICHARDS, PEDROZA . ' NOES: . COUNCILMEN REYES, RODRIGUEZ ` ABSTAIN: NONE ~ ABSENT: . NONE ' , ~. ~ ~ ~ ~~~~ ~ ~ ~ , ~ ~ Andrea L. H'oop~er, City Clerk • ~ . ~ STATE OF CALIFORNIA < . ) SS. ~ COUNTY OF LOS ANGELES ) ~ I, the undersigned City Clerk of fhe City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and foregoing is, a full, true and correct copy of Resolution No. 2003.133 in my. office and that said Resolution was ad'opted on the date and by the vote therein stated. , Dated this 1St day of July 2003. ~ ~~~, ,~j~` ,~~/,~ ;~-~,~--~' Andrea L. Hooper, City Clerk ,