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HomeMy WebLinkAboutResolution No. 3425 RESOLUTION NO. 3425 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, APPROVING THE CORPORATE EXISTENCE AND PURPOSES OF THE CITY OF DOWNEY WATER FACILITIES CORPORATION AND THE PROPOSED METHOD OF FINANCING THE WATER SYSTEM WHEREAS, The City of Downey Water Facilities Corporation (the "Corporation "), a California nonprofit corporation, was duly incorporated in accordance with the General Nonprofit Corporation Law of the State of California on October 29, 1976 as a non - stock, nonprofit corporation organized for the primary purpose of rendering assistance to the City of Downey (the "City ") by acquiring, constructing and operating or providing for the operation of certain water rights and certain water production and delivery facilities and related facilities (collectively, the "Water System ") for the use and benefit of the City; and WHEREAS, the Corporation proposes to acquire the Water System, pursuant to the Water System Acquisition Agreement (the "Agreement ") in substantially the form attached hereto as Exhibit A, and to lease the Water System to the City, pursuant to the Lease and Sublease in substan- tially the form attached hereto as Exhibit B (the "Lease and Sublease "); and WHEREAS, the property, assets, profits and net revenues of the Corporation, except as may be used for the payment or redemption of any bonds, debentures, notes or other indebtedness incurred in connection with the acquisition of the Water System or any interest therein, are irrevocably dedicated to the City; and WHEREAS, the Corporation proposes to finance the acquisition of the Water System by the issuance of its Leasehold Mortgage Bonds (the "Bonds ") in the amount of approximately $7,610,000 secured by an Indenture of Mortgage and Deed of Trust (the "Indenture ") upon the interest of the Corporation in the Water System, the Indenture being substantially in the form attached hereto as Exhibit C; and WHEREAS, the By -Laws of the Corporation, in substantially the form attached hereto as Exhibit D, provide that the City Council shall have the power to approve the members of the board of directors of the Corporation and shall be entitled to receive notice of, and to partici- pate in, all meetings of the board of directors of the Corporation and to make recommendations at such meetings; + NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Downey as follows: Section 1. It is hereby found and determined that the interest of the City and its citizens will be served by the acquisition of the Water System. Section 2. The corporate existence and purposes of the Corpora- tion are hereby approved, and, inter alia, the Articles of Incorporation, attached hereto as Exhibit E, the By -Laws of the Corporation, the form of the Lease and Sublease and the form of the Indenture are hereby approved. Section 3. The method of financing the acquisition of the Water System by the Corporation through the issuance of the Bonds pursuant to the Indenture is hereby approved. It is recognized that certain docu- ments are not in final form and may be changed prior to delivery of the Bonds, and such changes as may be necessary to the financing are hereby authorized. Section 4. The board of directors of the Corporation as presently constituted is hereby approved, and the rights given to the City Council by the By -Laws of the Corporation to approve future members of the board of directors of the Corporation is specifically reserved. Section 5. This City Council, on behalf of the City and its citizens, hereby accepts from the Corporation the legal interest in the Water System at such time when all the Bonds of the Corporation issued to finance the acquisition of the Water System have been fully paid or provision therefor made, or, in the alternative, upon the exercise by the City of its option to redeem the Bonds upon the occurrence of certain conditions as specified in the Lease and Sublease. Section 6. This City Council hereby agrees that title to the Water System will vest in the City upon the retirement of or provision for retirement of all of the Bonds as aforesaid. Section 7. The City Clerk shall certify the passage and adoption of this Resolution and shall transmit a copy hereof to the Corporation, and shall cause the action of this City Council in adopting the same to be entered in the official minutes of said City Council. Section 8. This Resolution shall take effect upon adoption. ADOPTED AND APPROVED this 12th day of July , 1977. r `Ri'hars M. Jennings Mayor ATTEST: `" f> . it Robert L. Shand, City Clerk I HEREBY CERTIFY that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Downey thereof, held on the 12th day of July , 1977, by the following vote, to wit: AYES: 5 Council Members: Miller, Greene, Jackman, Scotto, Jennings NOES: 0 Council Members: None ABSENT: 0 Council Members: None Robert L. Shand, City Clerk - 2 -