Resolution No. 542530
RESOLUTION NO. 5425
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS APPROVING
FINANCING PROCEEDINGS TO REFINANCE CAPITAL IMPROVEMENTS WITHIN
THE GEOGRAPHIC BOUNDARIES OF THE CITY, APPROVING ISSUANCE OF
REVENUE BONDS BY THE ASSOCIATION OF BAY AREA GOVERNMENTS FOR
SUCH PURPOSE, AND APPROVING RELATED DOCUMENTS AND OFFICIAL
ACTIONS.
RESOLVED, by the City Council (the "Council ") of the City of Cypress (the "City "),
as follows:
WHEREAS, the City has heretofore entered into a lease agreement, dated as of
July 1, 1991 (the "1991 Lease "), with Redevelopment Agency of the City of Cypress (the
"Agency "), to finance certain improvements within the geographic boundaries of the city
(collectively, the "Project "), relating to the City's $6,000,000 Certificates of Participation
(Civic Center Refinancing and Improvement Projects);
WHEREAS, the City is proceeding to refinance the Project and the City has
proposed to implement a lease financing for the purpose of raising the funds therefore;
WHEREAS, for the purpose of obtaining the moneys required to refinance the
Project, the City proposes to lease one or more existing real property sites and the
buildings thereon (collectively, the "Leased Premises "), to the Association of Bay Area
Governments (the "Authority "), which has been formed, inter alia, for the purpose of
assisting the City and other public entities in connection with their financing needs, and to
lease the Leased Premises back from the Authority, and the Authority proposes to issue
its Association of Bay Area Governments Lease Revenue Bonds, 2001 Series A (the
"Bonds ") which will be secured by rental payments made by the City under such lease
and by rental payments to be made by such other public entities under separate leases;
and
WHEREAS, the Council approves all of said transactions in furtherance of the
public purposes of the City, and wishes at this time to take its action approving the
issuance and sale of the Bonds and the lease financing to be accomplished thereby;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Approval of Bonds. The Council hereby approves the issuance of the
Bonds by the Authority for the purpose, among others, of providing funds to enable the
City to refinance the Project.
Section 2. Approval of Financing Documents. The Council hereby approves each
of the following agreements required to implement the financing described in this
Resolution, in substantially the respective forms on file with the City Clerk together with
any changes therein or additions thereto deemed advisable by the Mayor, the City
Manager, the Director of Finance /Administrative Services or the Finance Manager, whose
execution thereof shall be conclusive evidence of the approval of any such changes or
additions, so long as the execution thereof results in net present value savings between
the payments to be made by the City pursuant to the 1991 Lease and the payments to be
made by the City pursuant to the Lease Agreement (as hereinafter defined):
(a) a site and facility lease, by and between the City, as lessor, and the Authority,
as lessee, relating to the lease of the Leased Premises by the City to the
Authority;
(b) a lease agreement, by and between the Authority, as lessor, and the City, as
lessee (the "Lease Agreement "), relating to the lease of the Leased Premises by the
Authority back to the City;
1
370
(c) an escrow deposit and trust agreement, by and between the City and U.S.
Bank Trust National Association, as escrow bank, relating to provision for the payment of
the City's obligations under the 1991 Lease; and
(d) a reimbursement agreement, by and between the City and the Agency,
pursuant to which the Agency will agree to reimburse the City for the portion of the
payments to be made by the City under the Lease Agreement.
The Mayor, the City Manager, the Director of Finance /Administrative Services or
the Finance Manager 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 each of the foregoing documents.
Section 3. Sale of Bonds by Authority; Letter of Representations. The Council
hereby approves the negotiated sale of the Bonds to Sutro & Co. Incorporated and
Henderson Capital Partners, LLC (the "Underwriters ") pursuant to the terms and
conditions set forth in a bond purchase agreement, by and between the Underwriters and
the Authority, substantially in the form on file with the City Clerk, together with any
additions thereto or changes therein as may be deemed necessary or advisable by the
Mayor, the City Manager, the Director of Finance /Administrative Services or the Finance
Manager, so long as the Underwriter's discount (exclusive of original issue discount which
does not constitute compensation to the Underwriter) does not exceed 2 %. The Bonds
may be issued in a single series, or in multiple series, which are issued by the Authority
from time to time, as may be determined by the Mayor, the City Manager, the Director of
Finance /Administrative Services or the Finance Manager taking into account the financing
needs of the City.
The Council hereby approves the Letter of Representations, in substantially the
form on file with the City Clerk together with any changes therein or additions thereto
deemed advisable by the Mayor, the City Manager, the Director of Finance /Administrative
Services or the Finance Manager, whose execution thereof shall be conclusive evidence
of the approval of any such changes or additions.
Section 4. Official Statement. The Council hereby approves, and hereby deems
nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934,
the preliminary official statement describing the Bonds (the "Preliminary Official
Statement ") in substantially the form on file with the City Clerk. The Mayor, the City
Manager, the Director of Finance /Administrative Services or the Finance Manager is
hereby authorized to execute an appropriate certificate stating the 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 in
connection with the sale of the Bonds is hereby approved. The Mayor, the City Manager,
the Director of Finance /Administrative Services or the Finance Manager is hereby
authorized and directed to approve any changes in or additions to a final form of official
statement (the "Final Official Statement "). The Council hereby authorizes the distribution
of the Final Official Statement by the Underwriter.
Section 5. Official Actions. The Mayor, the City Manager, the Director of
Finance /Administrative Services, the Finance Manager, 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, 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 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. Effect. This Resolution shall take effect immediately.
2
PASSED AND ADOPTED by the City Council of the City of Cypress at a regular
meeting held on the 25th day of June 2001.
ATTEST:
MAYOR OF THE CITY OF CYPRESS
CLERK OF TH ITY OF CYPRESS
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
I, JILL INGRAM - GUERTIN, City Clerk of the City of Cypress, DO HEREBY CERTIFY that
the foregoing Resolution was duly adopted at a regular meeting of the said City Council
held on the 25th day of June 2001; by the following roll call vote:
AYES: 5 COUNCIL MEMBERS: Keenan, McCoy, Piercy, Sondhi, and McGiII
NOES: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
3
lah Ai
CLERK OF T
CITY OF CYPRESS
371