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HomeMy WebLinkAboutResolution No. 6615 RESOLUTION NO® 6 615 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY AUTHORIZING DELIVERY AND SALE OF CERTIFICATES OF PARTICIPATION IN THE MAXIMUM PRINCIPAL AMOUNT OF $10,000,000 TO FINANCE GOLF COURSE IMPROVEMENTS, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the City and the Los Angeles County - Downey Regional Public Recreation Area Authority (the "Authority ") have previously entered into various leases of the real property constituting the Rio Hondo Country Club (the "Golf Course "); and WHEREAS, the City wishes at this time to finance a new clubhouse and other improvements to the Golf Course (the "Project ") and to realize interest rate savings by refinancing its lease payment obligations relating to the prior financings of the Golf Course which it has participated in with the Authority; and WHEREAS, as a result of the refinancing of the prior leases with the Authority, the prior leases will terminate and title to the Golf Course will vest in the City, and the joint powers agreement under which the Authority has been formed will also terminate and the Authority will be dissolved; and WHEREAS, in order to provide the funds necessary to finance the Project and refinance its lease payment obligations under the prior leases, the City has proposed to lease the Golf Course to the City of Downey Civic Center Corporation, which proposes to change its name to the City of Downey Public Facilities Financing Corporation (the "Corporation"), under a Site Lease to be dated as of December 1, 2002 (the "Site Lease"), and the Authority has proposed to lease the Golf Course back to the City under a Facility Lease to be dated as of December 1, 2002 (the "Facility Lease "); and WHEREAS, lease payments made by the City under the Facility Lease will be assigned by the Corporation to U.S. Bank, N.A., as trustee (the "Trustee "), which will enter into a Trust Agreement with the City and the Corporation under which the Trustee will cause to be executed and delivered Certificates of Participation in the aggregate principal amount not to exceed $10,000,000 (the "Certificates of Participation "), the proceeds of which will be used to finance the Project and refinance prior lease payment obligations of the City as described above; and WHEREAS, under Section 518 of the City Charter, the City Council has previously approved the execution and delivery of the Site Lease and the Facility Lease by Ordinance of the City Council; and WHEREAS, the City Council wishes at this time to authorize and approve the delivery and sale of the Certificates of Participation, and all related documents and actions, in furtherance of the public purposes of the City; Resolution No. 6 615 Page 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Approval of Certificates of Participation and Trust Agreement. The City Council hereby approves the execution and delivery of the Certificates of Participation for the purpose of providing financing for the Project. The Certificates of Participation shall be issued under the Trust Agreement dated as of December 1, 2002, among the City, the Corporation and the Trustee in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager or the Assistant City Manager (each, an "Authorized Officer "), whose execution thereof shall be conclusive evidence of such approval. An Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Trust Agreement. Section 2. Sale of Certificates of Participation. The City Council hereby approves the sale of the Certificates of Participation by negotiation with Stone & Youngberg LLC as underwriter (the "Underwriter ") . The Certificates of Participation shall be sold to the Underwriter under a Certificate Purchase Agreement between the City and the Underwriter in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. An Authorized Officer is hereby authorized and directed on behalf of the City to execute the final form of the Certificate Purchase Agreement. The amount of Underwriter's discount for the Certificates shall be not more than 1-1/2% of the par amount thereof and the average rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed 5-1/2% per annum. Section 3. Refunding of Prior Lease Obligations and Related Bonds. The City Council hereby approves the refinancing of its prior lease payment obligations with respect to the Golf Course, and the related bonds issued by the Authority. Such refinancings shall be accomplished under the Irrevocable Refunding Instructions and Escrow Deposit and Trust Agreement relating to the prior lease payment obligations and bonds, in the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. An Authorized Officer is hereby authorized and directed on behalf of the City to execute the final form of the Irrevocable Refunding Instructions and the Escrow Deposit and Trust Agreement. Resolution No. 6 615 Page 3 Section 4. Official Statement. The City Council hereby approves and deems nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Certificates of Participation in the form on file with the City Clerk. The City Manager is authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The City Manager is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the City Manager shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the City Manager. Section 5. Approval of Amendment of Articles of Incorporation of Corporation. In order to reflect the broader purposes for which the Corporation has originally been formed, the City Council hereby approves the amendment of the Articles of Incorporation under which the Corporation has been formed for the purpose of changing the name of the Corporation to the "City of Downey Public Facilities Financing Corporation." Section 6. Termination of Agreements with Authority. The City Council hereby approves the termination of all existing leases of the Golf Course with the Authority. Such termination shall be effectuated under a Termination Agreement between the City and the Authority in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. An Authorized Officer is authorized and directed on behalf of the City to execute the final form of the Termination Agreement, and to cause the executed Termination Agreement to be recorded in the Office of the Los Angeles County Recorder. Section 7. Official Actions. The City Manager, the Assistant City Manager, the Director of Finance, 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 execute and deliver any and all assignments, certificates, requisitions, agreements, notices, consents, leases and other 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 agreements and documents approved under 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 is absent or unavailable. Resolution No. 6 615 Page 4 Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Section 9. Certification. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions. APPROVED AND ADOPTED this 12th day of November, 2002. 0-ohkii0K \AI7N MEREDITH H . PERKINS , Mayor ATTEST: ( I s tie/1/10K 17 /1dad r ae ) KATHLEEN L . MIDSTOKKE , City Clerk I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Downey at a regular meeting thereof held on the 12th day of November, 2002, by the following vote, to wit: AYES: 5 Council Members: Cartoz ian , Trej o , Winningham, McCarthy, Perkins NOES: 0 Council Members: None ABSTAIN: 0 Council Members: None — ABSENT: 0 Council Members: None r-‘41& 77142&6Vie KATHLEEN L . MIDSTOKKE , City Clerk H: \ CMANAGER\ POWELL\ GOLFCOUR.SE\ Councilbondreso. doc