lease revenue refunding bonds - City of Norwalk

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WHEREAS, the City has requested that the Authority issue its Lease Revenue Refunding Bonds Series 2013A (the “2013A Bonds”) and Lease Revenue Refunding Bonds Series 2013B (the “2013B Bonds” and, together with the 2013A Bonds, the “Bonds”); and WHEREAS, the Bonds are to be issued pursuant an Indenture (the “Indenture”), by and between the Authority and a trustee, and pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”), constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and, with respect to the 2013B Bonds, a First Supplemental Indenture; and WHEREAS, it is proposed that the Bonds be sold on a negotiated basis in accordance with the terms and provisions of bond purchase agreements among the Authority, the City and E. J. De La Rosa & Co., Inc., as underwriter for the 2013A Bonds and the 2013B Bonds (the “Bond Purchase Agreements”), the proposed forms of which have been presented to this City Council; and WHEREAS, it is proposed that the City and the Authority enter into one or more escrow agreements with an escrow agent to be selected by the City (the “Escrow Agreements”) related to the refunding and defeasance of the 1999 Bonds and/or the 2001 Bonds, the form of which is on file with the City Clerk of the City; and WHEREAS, it is proposed that the City and the Authority enter into a Site and Facility Sublease (the “Site Lease”) pursuant to which the City will lease the parking facility adjacent to the City’s Civic Center, City Hall or such other property of the City as an Authorized Officer (defined hereafter) shall designate (the “Leased Property”) to the Authority; and WHEREAS, it is proposed that the City and the Authority enter into a Lease Agreement (the “Lease”) pursuant to which City will lease back the Leased Property from the Authority, the form of which is on file with the City Clerk of the City; and WHEREAS, it is proposed that the City and the Authority enter into a First Amendment to Lease Agreement that amends the Lease with respect to the 2013B Bonds, the form of which is on file with the City Clerk of the City; and WHEREAS, under the Lease and the First Amendment to Lease Agreement, the City will be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the Bonds; and WHEREAS, to fulfill the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”), the City will enter into Continuing Disclosure Agreements (the “Continuing Disclosure Agreements”), with respect to the 2013A Bonds and the 2013B Bonds, respectively, whereby the City will agree to provide disclosure reports and notices of certain enumerated events pursuant to the Rule; and Resolution No. 13-13 Page 2 of 6
WHEREAS, there have been presented to this meeting the proposed forms of the following documents: a) the Site Lease; b) the Lease; c) the First Amendment to Lease Agreement; d) the form of Escrow Agreement; e) the Continuing Disclosure Agreements; f) the Preliminary Official Statements; and g) the Bond Purchase Agreements. WHEREAS, the City Council has reviewed the documentation related to the issuance of the Bonds, which documentation is on file with the City Clerk of the City of Norwalk; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY HEREBY DETERMINES, FINDS, AND RESOLVES AS FOLLOWS: Section 1. Approval of Recitals. The City hereby finds and determines that the foregoing recitals are true and correct. Section 2. Approval of Bonds. The City hereby authorizes the prepayment of the base rental payments in accordance with the 1999 Lease and/or the 2001 Lease, approves the refunding and defeasance of all or a portion of the Prior Bonds and hereby approves the issuance by the Authority of the Bonds. The 2013A Bonds and the 2013B Bonds are hereby approved to refund and defease the 1999 Bonds and/or the 2001 Bonds. Section 3. Approval of Site Lease. The Site Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Mayor, the Vice Mayor in the Mayor’s absence, or the City Manager of the City (each, an “Authorized Officer”), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver, the Site Lease, with such insertions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery, and the City Clerk is hereby authorized to attest to such execution. Section 4. Approval of the Lease. The Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized to execute the Lease in substantially the form on file, with such revisions, amendments and completions as shall Resolution No. 13-13 Page 3 of 6
Page 1 and 2: CITY COUNCIL AGENDA REPORT TO: FROM
Page 3 and 4: City Council February 19, 2013 Reso
Page 5 and 6: City Council February 19, 2013 Reso
Page 7: RESOLUTION NO. 13-13 A RESOLUTION O
Page 11 and 12: Bonds. The total principal amount o

lease revenue refunding bonds - City of Norwalk

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