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HomeMy WebLinkAbout2008 064 CC RESO2008 064 CC RESOHÄ—@¸—ÕXþRESOLUTION NO. 2008-064 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK APPROVING FIRST AMENDMENT AND RESTATEMENT OF LEASE AGREEMENT RELATING TO REFUNDING OF CERTIFICATES OF PARTICIPATION SOLD TO FINANCE CONSTRUCTION OF PUBLIC STREET IMPROVEMENTS WHEREAS, the City of Baldwin Park the City") has undertaken an accelerated program for the improvement of public streets and related facilities as hereinafter described collectively, the Street Improvement Project") and the City financed such program from motor vehicle fuel tax revenues received by the City from the State of California; and 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 has assisted the City in financing the construction of the Street Improvement Project; and WHEREAS, in order to provide funds for such purposes, the City agreed to lease to the Authority certain real property which generally constitutes a part of the public street system of the City the Leased Property") under a Site Lease dated as of September 1, 2002, by and between the City as lessee and the Authority as lessor, for a payment which the City used to finance the Street Improvement Project; and WHEREAS, in order to raise the amount required to make the payment to the City, the Authority leased the Leased Property back to the City under a Lease Agreement, dated as of September 1, 2002, by and between the City and the Authority the Original Lease") and the Authority assigned and transferred to U.S. BANK, N.A., as trustee the Trustee") certain of its rights under the Original Lease, pursuant to an Assignment Agreement dated as of September 1, 2002. WHEREAS, in consideration of such assignment the Trustee executed and delivered $4,465,000 aggregate principal amount of 2002 Variable Rate Demand Certificates of Participation Street Improvement Program), the Certificates") bearing interest at a variable rate; and WHEREAS, Allied Irish Bank issued an irrevocable direct-pay letter of credit the Letter of Credit") in support of the Certificates in the variable interest rate mode, but Allied Irish Bank has determined not to extend the Letter of Credit; and WHEREAS, the City and the Authority have determined to redeem all of the variable rate Certificates and to amend the Original Lease to provide for the lease payments to bear a fixed rate of interest rather than a variable rate of interest, as provided in the First Amendment and Restatement of Lease Agreement the First Amendment"), the form of which is on file with the City Clerk; and WHEREAS, Bank of the West the Bank") has advised the City and Authority that it is willing to provide the funds to the Authority to redeem the Certificates, repayment to the Bank to be secured by lease payments to be made by the City to the Authority pursuant to the Original Lease as amended by the First Amendment and assigned to the Bank pursuant to the Assignment Agreement defined below, such funds to be provided by the Bank as more BIB] 40819-U01 2008-U02 064-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO112453-U03 DO122287-U03 C6-U03 RESO-U03 1/6/2009-U04 ROBIN-U04 2008 064 CC RESOHÄ—@¸—ÕXþResolution No. 2008-064 Page 2 particularly provided in the Term Sheet the Term Sheet") prepared by the Bank and on file with the City Clerk; and WHEREAS, the lease payments payable by the City pursuant to the First Supplement shall be assigned to the Bank by the Authority pursuant to the Assignment Agreement, dated as of October 1, 2008, by and between the Authority and the Bank the Assignment Agreement") and the Promissory Certificate attached as Exhibit A to the Assignment Agreement the Promissory Certificate"), the forms of which are on file with the Secretary of the Authority; and WHEREAS, the First Amendment is an amendment and restatement of the Original Lease as validated by judgment of the Superior Court of the State of California in Action No. KC038692, entered July 26, 2002, and the Original Lease as amended and restated by First Amendment shall remain in full force and effect for all purposes of said validation judgment; and WHEREAS, the City Council wishes at this time to approve the First Amendment, and approve related official actions related to the refunding of the Certificates and the private placement of the First Amendment with the Bank, 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. Approval of First Amendment. The City Council hereby approves the First Amendment, dated as of October 1, 2008, by and 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 the Chief Executive Officer Authorized Official"). The execution of the First Amendment by the Authorized Official shall be conclusive evidence of such approval. 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 the First Amendment. The City Council hereby authorizes the delivery and performance of the First Amendment. SECTION 2. Refunding of Certificates with Bank Funds. The City Council hereby approves of the refunding of the Certificates in full with funds to be provided by the Bank in accordance with the terms set forth in its Term Sheet on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Authorized Official. The Authorized Official is authorized and directed for and in the name and on behalf of the City to accept the offer of the Bank set forth in the Term Sheet, provided that the interest rate born by the interest component of lease payments to be paid by the City pursuant to the First Amendment shall not exceed 4.25 % and the principal component of lease payments to be paid by the City pursuant to the First Amendment shall not exceed $3,200,000. SECTION 3. Engagement of Financial Advisor. The City hereby approves the engagement of Feldman, Rolapp and Associates as Financial Advisor to the City and the Authority with respect to the refunding of the Certificates and the private placement with the Bank, and the Authorized Official is hereby authorized and directed to execute an agreement with the Financial Advisor in the form on file with the City Clerk. SECTION 4. Engagement of Special Counsel. The City hereby approves the engagement of Jones Hall, A Professional Law Corporation as Special Counsel in connection with the proceedings for refunding of the Certificates and the private placement with the Bank, such services and the compensation therefore to be as provided in such firm's engagement letter on file with the City Clerk. BIB] 40819-U01 2008-U02 064-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO112453-U03 DO122287-U03 C6-U03 RESO-U03 1/6/2009-U04 ROBIN-U04 2008 064 CC RESOHÄ—@¸—ÕXþResolution No. 2008-064 Page 3 SECTION 5. Official Actions. The Mayor, the Chief Executive Officer, the Deputy City Clerk, the Chief Deputy 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 First Supplement 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. PASSED, APPROVED AND ADOPTED this 1St day of Octobe, ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF BALDWIN PARK I, LAURA M. NIETO, Deputy City Clerk of the City of Baldwin Park, hereby certify that Resolution No. 2008-064 was duly passed and adopted at a regular meeting of the City Council held on October 1, 2008, and said Resolution was passed and adopted by the following vote: AYES: COUNCIL MEMBERS: Marlen Garcia, Monica Garcia, Ricardo Pacheco, Mayor Pro Tern Anthony J. Bejarano, and Mayor Manuel Lozano NOES: COUNCIL MEMBERS: NONE ABSENT: COUNCIL MEMBERS: NONE ABSTAIN: COUNCIL MEMBERS: NONE AURA M. NIETO DEPUTY CITY CLERK BIB] 40819-U01 2008-U02 064-U02 CC-U02 RESO-U02 LI3-U03 FO8417-U03 FO112453-U03 DO122287-U03 C6-U03 RESO-U03 1/6/2009-U04 ROBIN-U04