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Home My Public Portal About2010.112 (06-01-10)RESOLUTION NO. 2010.112 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING PROCEEDINGS BY THE LYNWOOD PUBLIC FINANCING AUTHORITY FOR THE ISSUANCE AND SALE OF LEASE REVENUE BONDS TO FINANCE AND REFINANCE CAPITAL IMPROVEMENTS FOR THE CITY INCLUDING TO REFUND, ON A CURRENT BASIS, THE OUTSTANDING LYNWOOD PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 1999, APPROVING THE FORM AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS AND APPROVING OFFICIAL ACTIONS WHEREAS, the Lynwood Public Financing Authority (the "Authority") has heretofore issued its $3,760,000 Lynwood Public Financing Authority Lease Revenue Bonds, Series 1999, the total amount of which remains outstanding (the "1999 Bonds"); and WHEREAS, the proceeds of the 1999 Bonds were used to finance the costs of the acquisition, construction, installation and equipping of certain public capital improvements for the City (the "1999 Project"); and WHEREAS, the City, working together with the Authority, proposes to undertake the refinancing of the 1999 Project, including the refunding of the 1999 Bonds, and the financing of certain new capital improvements for the City (collectively, the "2010 Project"); and WHEREAS, for such purposes, the Authority has determined to issue its Lynwood Public Financing Authority Lease Revenue Bonds, 2010 Series A(Civic Center Improvement Project), in the aggregate principal amount of not to exceed $9,000,000 (the "Bonds"); and WHEREAS, the Bonds will be issued under the provisions of Article 4 (commencing with section 6584) of the Act (the "Bond Law") and an indenture of trust (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee; and WHEREAS, in order to provide for the repayment of the Bonds, the City will lease its City Yard (the "Property") to the Authority and the Authority will lease the Property back to the City pursuant to a lease agreement (the "Lease Agreement") under which the City will agree to make lease payments to the Authority from moneys in its General Fund and the City will budget and appropriate sufficient amounts in each year to pay the full amount of principal of and interest on the Bonds; and WHEREAS, the Property is currently owned by the Lynwood Redevelopment Agency (the "Agency"); and WHEREAS, the Agency has agreed to convey the Property to the City and the City has agreed to accept such conveyance; and WHEREAS, as required by section 6586.5(a) of the California Government Code, a public hearing has been held by this Council in connection with the financing; and WHEREAS, the Council desires to make a finding of significant public benefit pursuant to section 6586.5(a)(2) of the California Government Code, and to approve the financing and the transactions contemplated by the Bonds; and WHEREAS, the firms of Wedbush Securities, Inc. and Southwest Securities, Inc. (the "Underwriters") have proposed to purchase and underwrite the Bonds and has presented to the City a form of Bond Purchase Agreement for the Bonds, to be entered into among the Authority, the City and the Underwriters (the "Bond Purchase Agreement"); and WHEREAS, a proposed form of official statement (the "Official Statement") describing the Bonds, to be used in connection with the marketing of the Bonds by the Underwriters, has been prepared and has been presented to the City; and WHEREAS, the Council has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. Findings and Consent. The Council hereby finds that significant public benefits will arise from the financing, in accordance with section 6586 of the California Government Code in that the financing will result in demonstrable savings in effective interest rates, bond preparation, bond underwriting and bond issuance costs to finance the 2010 Project. Section 2. Approval of Bonds. The Council hereby approves the issuance of the Bonds by the Authority for the purpose of providing funds to refinance the 1999 Project, to refund the 1999 Bonds and to finance the 2010 Project. Section 3. Approval of Conveyance of Property. The Council hereby approves the conveyance of the Property by the Agency to the City and the acceptance thereof by the City, subject to the conveyance of similarly valued property or debt cancellation to be identified and approved separately. Section 4. Approval of Site and Facility Lease. The Council hereby approves a site and facility lease, by and befinreen the City and the Authority (the "Site and Facility Lease"), pursuant to which the City will lease the Property to the Authority, to be leased back to the City pursuant to the Lease Agreement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor, the Mayor Pro Tem, the City Manager and the .Assistant City Manager/Administrative and Community Services (the "Designated Officers"), whose execution thereof shall be conclusive evidence of such approval. The Designated Officers, each acting alone, are hereby authorized and directed for and in the.name and on behalf of the City to execute, and the City Clerk, or any deputy or assistant City Clerk, is hereby authorized and directed to attest, the final form of the Site and Facility Lease for and in the name of the City. The Council hereby authorizes the delivery and performance of the Site and Facility Lease. Section 5. A~proval of Lease Agreement. The Council hereby approves the Lease Agreement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions, so long as the term of the Lease Agreement (not including extensions, as permitted therein) does not extend beyond September 1, 2040. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk, or any deputy or assistant City Clerk, is hereby~authorized and directed to attest, the final form of the Lease Agreement for and in the name of the City. The . Council hereby authorizes the delivery and performance of the Lease Agreement. Section 6. Approval of 'Escrow Agreement. The Council hereby approves an escrow deposit and trust agreement, by and among the Authority, the City and U.S. Bank National Association, as escrow bank, relating to the refunding of the outstanding 1999 Bonds (the "1999 Escrow Agreement"), in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk, or any deputy or assistant City Clerk, is hereby authorized and directed to attest, the final form of the 1999 Escrow Agreement for,and in the name of the City. The Council hereby authorizes the delivery and performance of the 1999 Escrow Agreement. Section 7. Approval of Termination Aqreement. The Council hereby approves a termination agreement, by and among the City, the Authority and U.S. Bank National Association, providing for the termination of the recorded documents relating to the 1999 Bonds (the "1999 Termination Agreernent"), in the form on file with the Gity Clerk, together with any changes therein or additions thereto deemed advisable by any Designated Officer, whose execution thereof shalt be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk, or any deputy or assistant City Clerk, is hereby authorized and directed to attest, the final form of the 1999 Termination Agreement for and in the name of the City. The Council hereby authorizes the delivery and perFormance of the 1999 Termination Agreement. Section 8. Sale of the Bonds. The Council hereby approves the sale of the Bonds by the Authority to the Underwriters pursuant to the Bond Purchase Agreement in the form on file with the Secretary, together with such .additions thereto and changes therein as a Designated Officer shall deem~ necessary, desirable or appropriate, the execution of which by the Authority shall. be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute the final form of the Bond Purchase Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriters to purchase the Bonds, which offer is acceptable to a Designated Officer and consistent with the requirements of this Resolution, so long as. net present value savings of the City's lease payment obligation with respect to the refiunding portion of the Bonds, as compared to the City's lease payment obligation with respect to the 1999 Bonds, is at least 3%, and so long as the Underwr-iters' discount does not exceed .59% of the principal amount of the Bonds, exclusive of any original issue discount which does not represent compensation to the Underwriters. Section 9. Officiaf Stafement. The Council hereby approves, and hereby deems nearly final within the meaning of Ru1e 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), the preliminary official statement descr.ibing 1he Bonds (fihe "Preliminary Official Statement") in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute an appropriate certificate stating the City's determination #hat the Preliminary Official Statement is nearly final within the meaning of the Rule. Distribufiion of the Preliminary Official Statement in connection with the sale of the Bonds is heceby approved. The Designated Officers, each acting alone, are hereby authorized and directed to approve any nonsubstantive changes in or additions to a final form of official statement (the "Final Official Statement"), and the execution thereof by any Desig,nated Officer shall be conclusive evidence of approval of any such changes and additions. The Council hereby authorizes the distribution of the Final~ Official Statement by the Underwriters. The Final Official Statement shall be executed in the name and on behalf of the City by any Designated Officer. Section 10. Official Actions. The Mayor; the Mayor Pro Tem, the City Manager, the Assistant City Manager/Administrative and Community Services, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution~ any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall ~be absent or unavailabte. Section 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. . Section 12. Certification. The City Clerk shall certify as to the adoption of this Resolution. ~ PASSED, APPROVED and ADOPTED this 1St day,of June, 2010. '~~ '; ' . ,~;~~ ~. ' G .~,. ., ~", ~ 1 : :~, . . - , _ , . ,. , • „t ~_,C~ G~~K~e~~ e%Cl1-.-~~ Maria T. Santillan, Mayor ATTEST: l / Maria Quinonez, City Cferk APPROVED AS TO FORM: Fred Galante, City Attorney oger L. aley, ity Manager *5. ~~ 1 -~ ' G„ ..F" ,,,,i, T.~a,~;'~ ~ 4:' ~. i~. ~~« • ~ o ~•"~ .. APP~ROVED AS TO CONTENT: Robert S. Torr , sistant City Manager- Admin & Community Services STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of fhe City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 1St day of June, 2010. AYES: COUNCIL ~MEMBERS FLORES, MORTON, RODRIGUEZ, CASTRO AND SANTILLAN NOES: NONE ABSENT: NONE ABSTAIN: NONE ~ ~ Maria Quinonez, City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGEL'ES ) I, the undersigned City Cierk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2010.112 on file in my office and that said Resolution waS adopted on the date and by~the vote therein stated. Dated~this 1St day of Ju'rne, 2010. 4~ ,i' °: ~ aria uinonez, City Clerk