Resolution No. 5660
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RESOLUTION NO. 5660
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
APPROVING THE FORM AND AUTHORIZING THE DISTRI-
BUTION OF A PRELIMINARY OFFICIAL STATEMENT, AN
OFFICIAL NOTICE OF SALE AND AN OFFICIAL BID FORM
IN CONNECTION WITH THE OFFERING AND SALE OF
CERTIFICATES OF PARTICIPATION RELATING THERETO,
AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS
WITH RESPECT THERETO
WHEREAS, the City, working together with the Cities
of Hermosa Beach and Lynwood (collectively, the
"Participants"), and the Independent Cities Lease Finance
Authority (the "Authority"), a joint exercise of powers
agency of which the City is a member, is proposing to proceed
with a joint lease financing; and
WHEREAS, in connection therewith, the City proposes
to finance the acquisition and construction of a third floor
addition to the Vernon City Hall and to reimburse itself for
the cost of acquisition and installation of two gas turbine
electrical generating units, such properties being described
in Exhibit B to the Lease Agreement (as hereinafter defined)
(collectively, the "Project") and it is in the public
interest and for the public benefit that the City authorize
and direct execution of the Lease Agreement and certain other
financing documents in connection therewith; and
WHEREAS, in order to finance the Project, the City
proposes to enter into (a) a Lease Agreement dated as of
September 1, 1989 (the "Lease Agreement") between the City
and the Authority under which the Authority will lease its
28 interest in the Project to the City, (b) a Lease and Right of .
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1 Entry Agreement dated as of September 1, 1989 (thel'Lease and
2 Right of Entry") between the City and the Authority under
3 which the City will lease certain interests relating to the
4 third floor addition to the Authority so that the Authority
5 may acquire and construct the third floor addition to the
6 City Hall and lease it to the City, and (c) a Trust Agreement
7 dated as of September 1, 1989 (the "Trust Agreement II ) among
8 the City, the other Participants, the Authority and Seattle-
9 First National Bank, as Trustee (the "Trustee") under which
10 certificates of participation (the "Certificates") in the
11 Participants' lease payments pursuant to their respective
12 lease agreements will be executed and delivered; and
13 WHEREAS, pursuant to the City's authorization,
14 Kelling, Northcross & Nobriga, Inc. (the II Financial Advisor")
15 has prepared and presented to the City a Preliminary Official
16 Statement (the "Preliminary Official Statement I' ) containing
17 information material to the offering and sale of the certi-
18 ficates and special legal counsel to the City has prepared
19 and presented to the City a notice of intention (the I'Notice
20 of Intention"), a notice of sale (the "Official Notice of
21 Sale") and a bid form (the "Official Bid Forml'); and
22 WHEREAS, forms of each such document have been filed
23 with the City, and the members of the City Council, with the
24 aid of its staff, have reviewed said documents; and
25 WHEREAS, all acts, conditions and things required by
26 the Constitution and laws of the State of California to
27 exist, to have happened and to have been performed precedent
28 to and in connection with the consummation of the financing
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1 authorized hereby do exist, have happened and have been per-
2 formed in regular and due time, form and manner as required
3 by law, and the City is now duly authorized and empowered,
4 pursuant to each and every requirement of law, to consummate
5 such financing for the purposes, in the manner and upon the
6 terms herein provided;
7 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
8 VERNON HEREBY RESOLVES:
9 SECTION 1. Declaration of Council. This Council
10 hereby specifically finds and declares that the actions
11 authorized hereby constitute and are with respect to the
12 public affairs of the City, and that the statements, findings
13 and determinations of the City set forth in the preambles
14 above and of the documents approved herein are true and
15 correct.
16 SECTION 2. Authorization, Execution and Delivery of
17 Agreements. For the purposes of financing the Project, the
18 form, terms and provisions of the proposed Lease Agreement,
19 Lease and Right of Entry and Trust Agreement (collectively,
20 the "Agreements") be, and they hereby are in all respects
21 approved. The Mayor, Mayor Pro-Tem, City Administrator and
22 any other City officer or official authorized by the Mayor
23 are authorized, empowered and directed to execute and deliver
24 the Agreements in the name and on behalf of the City and
25 thereupon to deliver the Agreements to the other parties
26 thereto. The Agreements are to be in substantially the forms
27 before this meeting and hereby approved, or with such Changes
28 therein not inconsistent with Section 3 below as shall be
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1 approved by the officials of the City executing thE! same,
2 their execution thereof to constitute conclusive evidence of
3 their approval of any and all changes or revisions therein
4 from the form of Agreements before this meeting. From and
5 after the execution and delivery of the Agreements, the
6 officials, agents and employees of the City are hereby
7 authorized, empowered and directed to do all such acts and
8 things and to execute all such documents as may be necessary
9 to carry out and comply with the provisions of the Agreements
10 as executed.
11 SECTION 3. Limitations on provisions of Lease
12 Agreement. In no event shall (a) the term of the Lease
13 Agreement exceed twenty-one (21) years, (b) the principal
14 amount of Lease Payments payable under the Lease Agreement
15 exceed Six Million Two Hundred Thousand Dollars ($6,200,000.00),
16 (c) the Lease Payments payable by the City in any twelve-
17 month period ending on September 1 of each year exceed Six
18 Hundred Twenty-five Thousand Dollars ($625,000.00), and (d)
19 the interest rate on the portion of the Certificates allo~
20 cable to the Lease Payments exceed 9% per annum.
21 SECTION 4. Official Notices. The Official Notice of
22 Sale, the Official Bid Form and Notice of Intention relating
23 to the sale of the Certificates are hereby approved, and the
24 Financial advisor is hereby directed in the name of the City
25 to publish or cause the publication of the Notice of Inten....
26 tion as required by law, and to distribute the Official
27 Notice of Sale to prospective purchasers of the Certificates.
28 The Official Notice of Sale, the Official Bid Form. and the
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1 Notice of Intention may be so published or distributed with
2 such changes therein not inconsistent with this resolution as
3 shall be approved by the officials of the City executing the
4 Lease Agreement, their execution thereof to constitute
5 conclusive evidence of their approval of any and all changes
6 or revisions thereof from the forms thereof before this
7 meeting.
8 SECTION 5. Official Statement. The Preliminary
9 Official Statement is approved for distribution in connection
10 with the offering and sale of the Certificates. The Mayor,
11 Mayor Pro-Tem, City Administrator and any other City officer
12 or official authorized by the Mayor are authorized to approve
13 corrections and additions to the Preliminary Official
14 Statement by supplement or amendment thereto, or otherwise as
15 appropriate, provided that any such corrections or additions
16 shall be necessary to cause the information contained therein
17 to accurately and fully reflect all facts material to the
18 Certificates.
19 The Mayor, Mayor Pro-Tem, City Administrator and any
20 other City officer or official authorized by the Mayor are
21 authorized and directed to cause the preliminary Official
22 Statement to be brought into the form of a final official
23 statement (the "Official Statement") and to execute said
24 Official Statement dated as of the date of the sale of the
25 Certificates, and a statement that the facts contained in the
26 Official Statement, and any supplement or amendment thereto
27 (which shall be deemed an original part thereof for the
28 purpose of such statement) were, at the time of sale of the
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1 Certificates, true and correct in all material respects and
2 that the Official Statement did not, on the date of sale of
3 the Certificates, and does not, as of the date of delivery of
4 the Certificates, contain any untrue statement of a material
5 fact with respect to the City or omit to state material facts
6 with respect to the City required to be stated where neces-
7 sary to make any statement made therein not misleading in the
8 light of the circumstances under which it was made. Such
9 officers are authorized and directed to take such further
10 actions prior to the signing of the Official Statement as
11 are deemed necessary or appropriate to verify the accuracy
12 thereof.
13 SECTION 6. Acceptance of Bid. The Mayor, Mayor Pro-
14 Tem, City Administrator and any other City officer or
15 official authorized by the Mayor are, in conjunction with an
16 authorized officer of the other Participants, hereby dele-
17 gated the authority to accept the best responsible bid for
18 the purchase of the Certificates (to the extent allocable to
19 the City), determined in accordance with the Official
20 Notice of Sale. Any such officer is hereby authorized and
21 directed to accept such bid, for and in the name of the City,
22 by notice to the successful bidder. In the event two or more
23 bids setting forth identical interest rates and premium, if
24 any, are received, any such officer may exercise his own
25 discretion and judgment in making the award and may award the
26 Certificates (to the extent allocable to the City) on a pro
27 rata basis in such denominations as he shall determine. Any
28 such officer may, in his discretion, reject any and all bids
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1 and waive any irregularity or informality in any bid. The
2 bid shall be awarded or all bids shall be rejected not later
3 than 26 hours after the expiration of the time prescribed for
4 the receipt of proposals unless such time of award is waived
5 by the successful bidder.
6 SECTION 7. Attestation and Seal. The City Clerk or
7 the Chief Deputy Clerk of the City Council is hereby
8 authorized and directed to attest the signature of the
9 authorized signatory, and to affix and attest the seal of the
10 City, as may be required or appropriate in connection with
11 the execution and delivery of the Agreements.
12 SECTION 8. Further Actions. The Mayor, Mayor Pro-
13 Tem, City Administrator and any other officer or official of
14 the City authorized by the Mayor, are hereby authorized and
15 directed to do any and all things and to execute and deliver
16 any and all documents which they m~y deem necessary or
17 advisable in order to consummate the sale, execution and
18 delivery of the Certificates by the Trustee and otherwise to
19 carry out, give effect to and comply with the terms and
20 intent of this resolution, the Certificates and the Agree-
21 ments, including but not limited to, the execution and
22 delivery of such bills of sales, deeds or other conveyances
23 deemed necessary to convey interests in the Project or por-
24 tions thereof to the Authority so that the Authority may
25 lease its interests in the Project to the City, and an
26 arbitrage regulation agreement necessary to ensure that the
27 Lease Payments do not constitute "arbitrage bonds" within the
28 meaning of the Internal Revenue Code of 1986, as amended.
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Such actions heretofore taken by such officers are hereby
ratified, confirmed and approved.
SECTION 9. Severability. The provisions of this
Resolution are hereby declared to be separable, and if any
section, phrase or provision shall for any reason be declared
to be invalid, such declarations shall not affect the
validity of the remainder of the sections, phrases or
provisions.
SECTION 10. Repeal of Conflicting Ordinances,
Resolutions, Etc. All ordinances, resolutions, orders or
parts thereof, in conflict with the provisions of the
Resolution are, to the extent of such conflict, hereby
repealed.
SECTION 11. Effective Date. This Resolution shall
take effect immediately upon its passage.
PASSED AND ADOPTED this 5th day of September,. 19.89,
by the following vote:
AYES: Malburg, Ybarra, McCormick, Gonzales, Davis
NOES: None
ABSENT: None
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ATTEST:
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Bruce V. Malkenhorst, City Clerk
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STATE OF CALIFORNIA )
)ss.
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City< of
Vernon, do hereby certify that the foregoing Resolution,
being Resolution No. 5660, was duly adopted by the City
Council of the City of Vernon ata regular meeting of the
7 City Council duly held on Tuesday, September 5, 1989 and
8 thereafter duly signed by the Mayor of the City of Vernon.
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BRUCE V.
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MALKENHORST,
(SEAL)