HomeMy WebLinkAbout2002 088 CC RESO2002 088 CC RESO ;¢f4 éRESOLUTION NO. 2002-088
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BALDWIN PARK APPROVING FINAL FORM OF LEGAL
DOCUMENTS RELATING TO ISSUANCE AND SALE OF
CERTIFICATES OF PARTICIPATION TO FINANCE
CONSTRUCTION OF PUBLIC STREET IMPROVEMENTS
WHEREAS, the City of Baldwin Park the City") has determined to undertake an
accelerated program for the improvement of public streets and related facilities as
hereinafter described collectively, the Street Improvement Project") and the City
wishes to finance such improvement from motor vehicle fuel tax revenues received by
the City from the State of California;
WHEREAS, the Baldwin Park Financing Authority the Authority") has been
formed for the purpose of assisting the City in the financing of facilities and property
useful to the City. and the City has requested the Authority to assist it in financing the
construction of the Street Improvement Project;
WHEREAS, in order to provide funds for such purposes, the City Council has
previously adopted its Resolution No. 2002-026 on February 20. 2002, authorizing the
delivery and sale of Certificates of Participation and related leases and other
documents;
WHEREAS, pursuant to Resolution No. 42-29. the City has previously instituted
proceedings for the judicial validation of such Certificates of Participation and related
leases and other documents, and has received a favorable judgment in such
proceedings;
WHEREAS, Allied Irish Bank the Bank") will issue an irrevocable direct-pay letter
of credit the Letter of Credit") in support of the Certificates of Participation;
WHEREAS, the City Council wishes at this time to approve the final form of the
leases and documents relating to such Certificates of Participation, and approve related
official actions required to close the financing, in furtherance of the public purposes of
the City.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City
of Baldwin Park as follows:
Section 1. Final Approval of Financing Documents. The City Council hereby
approves each of the following financing documents in substantially the respective
forms on file with the City Clerk together with any changes therein or additions thereto
deemed advisable by the City Manager of the Director of Finance each an Authorized
Official"), provided that the execution thereof by the Authorized Official shall be
conclusive evidence of such approval:
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a) Site Lease by and between the City as lessor and the
Authority as lessee, whereby the City leases to the Authority certain
arterial streets in the City as more particularly described in Exhibit A
attached to the Site Lease the Leased Property").
b) Lease Agreement by and between the Authority as sublessor
and the City as sublessee, whereby the Authority agrees to lease the
Leased Property back to the City in consideration of the payment by the
City of semiannual lease payments.
c) Trust Agreement by and among the City, the Authority and
U.S. Bank, N.A. the Trustee"), whereby the Trustee agrees to execute
and deliver the Certificates of Participation.
d) Letter of Credit and Reimbursement Agreement by and
between the City and the Bank whereby the Bank agrees to issue the
Letter of Credit for the security of the Certificates of Participation and the
City agrees to repay amounts drawn under the Letter of Credit.
e) Remarketing Agreement by and between the City, and a
remarketing agent for the Certificates of Participation the Remarketing
Agent"), whereby the Remarketing Agent agrees to remarket the
Certificates of Participation during any period in which interest is set at a
variable rate.
f) Certificate Purchase Agreement by and between the City and
John C. Fitzgerald & Associates, a division of Wulff. Hansen & Co. as
underwriter of the Certificates of Participation the Underwriter"), whereby
said underwriter agrees to purchase the Certificates and the City agrees to
sell the Certificates of Participation to said underwriter.
The Authorized Official is 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 each of the foregoing documents.
The schedule of lease payments attached to the Lease Agreement shall correspond to
the payments of principal and interest represented by the Certificates of Participation, to
be determined upon the sale thereof as set forth in Section 2.
Section 2. Sale of Certificates of Participation. Pursuant to Resolution No. 2002-
026. the City Council has previously approved the sale of the Certificates of
Participation by negotiation with Seidler-Fitzgerald Public Finance. The City Council
now wishes to sell the Certificates of Participation by negotiation to the Underwriter
pursuant to the Certificate Purchase Agreement described in the foregoing Section 1.
The amount of Underwriter's discount for the Certificates of Participation shall be not
more than one and one quarter percent 1.25%) of the par amount thereof, exclusive of
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any original issue discount, and the principal amount of the Certificates of Participation
shall not exceed $5,000.000.
Section 3. 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
prepared by Jones Hall, A Professional Law Corporation, as Disclosure Counsel to the
City and on file with the City Clerk. The Authorized Official is hereby 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 Authorized Official 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 Authorized Official 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.
Section 4. Engagement of Professional Services. The City hereby approves the
engagement of Harrell & Company Advisors, LLC as Financial Advisor, and Jones Half.
A Professional Law Corporation as Bond Counsel and as Disclosure Counsel to the City
in connection with the issuance and sale of the Certificates of Participation; and the
Authorized Official is hereby authorized and directed to execute agreements with said
firms in the form on file with the City Clerk.
Section 5. Official Actions. The Mayor, the 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 make 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 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 unavailable.
Section 6. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
APPROVED AND ADOPTED on this 18th day of September 2002.
MAYOR
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2002 088 CC RESO ;¢f4 éResolution No. 2002-088
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ATTEST:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss
CITY OF BALDWIN PARK
I, Rosemary M. Ramirez. Chief Deputy City Clerk of the City of Baldwin Park,
hereby certify that Resolution No. 2002-088 was duly passed and adopted at a regular
meeting of the City Council held on September 18, 2002, and said Resolution was
passed and adopted by the following vote:
AYES:
COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
Linda Gair. Ricardo Pacheco, Bill Van Cleave.
Mayor Pro Tern Marten Garda and Mayor
ManuelLozano
None
None
None
ROSEMARYS. RAMIREZ, CMC
CHIEF DEPUTTOTY CLERK
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