Resolution No. 9593I
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RESOLUTION NO. 9593
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AMENDING AND RESTATING RESOLUTION NO. 9578
DIRECTING, APPROVING AND AUTHORIZING CERTAIN ACTIONS
BY THE VERNON NATIONAL GAS FINANCING AUTHORITY
RELATING TO 2006 SERIES A, B AND C BONDS
WHEREAS, the City of Vernon (the "City") owns and operates a
natural gas distribution system (the "Gas System") for supplying
inatural gas to the municipal electric system owned and operated by the
City for supplying the inhabitants, businesses and industries within
Ithe City with electricity (the "Electric System") and expects to expand
the operations of the Gas System to provide natural gas to businesses
and industries within the City; and
WHEREAS, the Gas System provides natural gas, and the
JElectric System provides electricity, at rates which promote economic
development within the City; and
WHEREAS, the Vernon Natural Gas Financing Authority (the
"Authority") has been established as a separate entity under the
California Joint Exercise of Powers Act to undertake projects and
programs that promote economic development within the City; and
WHEREAS, such projects and programs include, among other
things, the Authority's issuance of bonds pursuant to any applicable
bond law, providing credit facilities and liquidity facilities for such
bonds, the entry into interest rate swap agreements with respect to
such bonds, the entry into agreements with respect to the purchase of
natural gas by the Authority and the sale of natural gas to the City;
and
WHEREAS, on March 17, 2008, the Authority adopted Resolution
No. VNGFA-0008 approving the conversion of the interest rate period
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for 2006 Series A, B and C Revenue Bonds and approving disclosure
documents and remarketing agreement and other documents necessary in
1connection with the Bonds; and
WHEREAS, pursuant to Resolution No. 9578 adopted by the City
Council of the City on March 17, 2008, the City approved the
transactions authorized and approved by Resolution No. VNGFA-0008; and
WHEREAS, the Authority has issued its Variable Rate Revenue
Bonds (Vernon Gas Project), 2006 Series A (the "Series A Bonds"), its
Variable Rate Revenue Bonds (Vernon Gas Project), 2006 Series B (the
"Series B Bonds") and its Variable Rate Revenue Bonds (Vernon Gas
Project), 2006 Series C (the "Series C Bonds" and, together with the
Series A Bonds and the Series B Bonds, the "2006 Bonds") in an
aggregate principal amount of $430,845,000; and
WHEREAS, the 2006 Bonds were issued pursuant to an Indenture
of Trust (the "Master Indenture"), dated as of June 1, 2006, between
the Authority and The Bank of New York Trust Company, N.A., as trustee
(the "Trustee"), as supplemented by the First Supplemental Indenture of
Trust (the "First Supplemental Indenture"), dated as of June 1, 2006,
between the Authority and the Trustee; and
WHEREAS, the Series A Bonds were issued in four Subseries
(Subseries A-1, Subseries A-2, Subseries A-3, and Subseries A-4) in an
ARS Interest Rate Period as provided in the First Supplemental
Indenture; and
WHEREAS, the Series B Bonds and the Series C Bonds were
issued in a Weekly Interest Rate Period as provided in the First
(Supplemental Indenture; and
WHEREAS, the Authority and Citibank, N.A. have entered into a
Standby Bond Purchase Agreement with respect to the Series B Bonds (the
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Now
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"Series B Standby Agreement") and a separate Standby Bond Purchase
Agreement with respect to the Series C Bonds (the "Series C Standby
Agreement"); and
WHEREAS, the Authority has determined to Convert the Interest
Rate Period for the Series A Bonds from an ARS Interest Rate Period to
a Long -Term Interest Rate Period as follows: (i) the Long -Term Interest
Rate Period for Subseries A-1 of the Series A Bonds is to begin on
April 2, 2008 and end on August 1, 2009; (ii) the Long -Term Interest
Rate Period for Subseries A-2 of the Series A Bonds is to begin on
April 3, 2008 and end on August 1, 2009; (iii) the Long -Term Interest
Rate Period for Subseries A-3 of the Series A Bonds is to begin on
April 4, 2008 and end on August 1, 2009; and (iv) the Long -Term
Interest Rate Period for Subseries A-4 of the Series A Bonds is to
begin on March 31, 2008 and end on August 1, 2009. The Authority has
determined that it may wish to Convert the Interest Rate Period for the
Series B Bonds and Series C Bonds from a Weekly Interest Rate Period to
a Long -Term Interest Rate Period. Each such Long -Term Interest Rate
Period for a Series or Subseries of the 2006 Bonds is referred to
herein as the "2009 Long -Term Period" for such Series or Subseries;
and
WHEREAS, in connection with the Conversion of each Subseries
of the Series A Bonds to the applicable 2009 Long -Term Period, there
has been prepared a disclosure document in the form of a Reoffering
Memorandum (such Reoffering Memorandum in the form presented at the
meeting on March 17, 2008, with such changes, insertions and deletions
as are made pursuant to this Resolution, being referred to herein as
the "Series A Reoffering Memorandum"); and
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WHEREAS, in connection with the possible Conversion of the
Series B Bonds and the Series C Bonds to the applicable 2009 Long -Term
jPeriod, there may be prepared a disclosure document in the form of a
Reoffering Memorandum (such Reoffering Memorandum in the form presented
at the meeting on March 17, 2008, with such changes, insertions and
deletions as are made pursuant to this Resolution, being referred to
herein as the "Series B and Series C Reoffering Memorandum"); and
WHEREAS, the City has determined that it is to the City's
advantage and in the public interest of the inhabitants of the City, to
direct, approve and authorize the Authority's implementation of the
possible Conversion of each Subseries of the Series A Bonds, and the
Series B Bonds and Series C Bonds, to the applicable 2009 Long -Term
Period, and related transactions as described herein if the Authority
desires to go forward; and
WHEREAS, the City Council desires to ratify the actions taken
in electing to hold in abeyance the conversion to Long -Term Interest
Rate for 2006 Series B and C Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City hereby finds and
Ildetermines that the recitals contained hereinabove are true and
correct.
SECTION 2: The City Council of the City hereby directs,
approves, and authorizes the Authority to: (i) implement the Conversion
of each Subseries of the Series A Bonds to the applicable 2009 Long -
Term Period and, in connection therewith to terminate the Broker -Dealer
Agreement with Citigroup Global Markets Inc. relating to the Series A
Bonds; and (ii) implement the Conversion, or not to implement the
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1 conversion, of the Series B Bonds and the Series C Bonds to the
2 applicable 2009 Long -Term Period. The City Council hereby ratifies and
3 confirms all prior actions taken by or on behalf of the Authority in
4 connection with the Conversion or cancellation of each Subseries of the
5 Series A Bonds, the Series B Bonds and the Series C Bonds to the
6 applicable 2009 Long -Term Period.
7 SECTION 3: The City Council of the City hereby directs,
8 approves, and authorizes the Authority to execute and deliver a
9 Remarketing Agreement, in substantially the form approved in Authority
10 Resolution VNGFA-0002, to Citigroup Global Markets Inc. in connection
11 with the Series A Bonds.
12 SECTION 4: The Series A Reoffering Memorandum, in
13 substantially the form presented at the meeting on March 17, 2008, be
14 and the same is hereby approved. Each of the Mayor, the Mayor Pro
15 Tem, the City Administrator, the Treasurer, the City Clerk and the
16 City Attorney of the City (each being hereby appointed an "Authorized
17 City Representative") acting singly, is hereby authorized to approve
18 changes, insertions and deletions to the Series A Reoffering
19 Memorandum as may be deemed appropriate by the approving officer with
20 respect to the offering of the Series A Bonds in connection with the
21 Conversion of each Subseries of the Series A Bonds to the applicable
22 2009 Long -Term Period. Each of the Authorized City Representatives,
23 acting singly, is hereby authorized to approve any amendment or
24 supplement to the Series A Reoffering Memorandum contemplated by a
25 Remarketing Agreement relating to the Series A Bonds. The use of the
26 Series A Reoffering Memorandum in connection with the offering and
27 remarketing of each Subseries of the Series A'Bonds by Citigroup
28 Global Markets Inc. is hereby authorized and approved.
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1 SECTION 5: The Series B and Series C Reoffering Memorandum,
2 in substantially the form presented at the meeting on March 17, 2008,
3 be and the same is hereby approved in the event the Authority desires
4 to go forward with the transactions. Each of the Authorized City
5 Representatives, acting singly, is hereby authorized to approve
6 changes, insertions and deletions to the Series B and Series C
7 Reoffering Memorandum as may be deemed appropriate by the approving
8 officer with respect to the offering of the Series B Bonds and Series
9 C Bonds in connection with the Conversion of the Series B Bonds and
10 Series C Bonds to the applicable 2009 Long=Term Period. Each of the
11 Authorized City Representatives, acting singly, is hereby authorized
12 to approve any amendment or supplement to the Series B and Series C
13 Reoffering Memorandum contemplated by a Remarketing Agreement relating
14 to the Series B Bonds and Series C Bonds. The use of the Series B and
15 Series C Reoffering Memorandum in connection with the offering and
16 remarketing of the Series B Bonds and Series C Bonds by Citigroup
17 Global Markets Inc. is hereby authorized and approved in the event the
18 Authority desires to go forward with the transactions.
19 SECTION 6: The City Council of the City hereby authorizes
20 the City Attorney, the City Clerk and all other proper officers and
21 officials of the City to execute and deliver such other agreements,
22 documents and certificates, and to perform such other acts and deeds,
23 as may be necessary or convenient to effect the purposes of this
24 Resolution and the transactions herein authorized.
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SECTION 7: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 7th day of April, 2008.
ATTEST:
MA U 5LA GIRON, Ci y Jerk
Name: Leonis C. Malburg
Title: Mayor or -
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9593, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, April 7, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
/ "k
fl�
MANUELA GIRON
City Clerk
(SEAL)
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