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RESOLUTION NO. LFC-4
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE LODI
FINANCING CORPORATION RELATING TO VARIABLE RATE
CERTIFICATES OF PARTICIPATION (ENVIRONMENTAL
ABATEMENT PROGRAM), APPROVING THE FORMS OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PROGRAM
RECEIPTS SALE AND REPURCHASE AGREEMENT, A TRUST
AGREEMENT, A CERTIFICATE PURCHASE CONTRACT AND A
PLACEMENT AGENT AGREEMENT AND AUTHORIZING CERTAIN
OTHER RELATED ACTIONS AND CERTAIN OTHER DOCUMENTS
IN CONNECTION THEREWITH
WHEREAS, the Lodi Financing Corporation (the "Corporation") is a nonprofit public
benefit corporation organized and existing under the laws of the State of California with the
authority to assist with the financing of the costs of the environmental abatement program of the
City of Lodi (the "City"); and
WHEREAS, the City and the Corporation desire to enter into that certain Program
Receipts Sale and Repurchase Agreement ("Sale and Repurchase Agreement"), dated as of
_ , by and between the City and the Corporation, the form of which has been
presented to this Board of Directors at the meeting at which this Resolution has been adopted,
pursuant to which the City will agree to irrevocably sell and convey to the Corporation its right to
receive Program Receipts (as defined in the Sale and Repurchase Agreement), and the
Corporation will resell and reconvey such Program Receipts to the City in consideration of the
City's agreement to make certain Repurchase Payments (as described in the Sale and
Repurchase Agreement) in connection therewith, which payments have been pledged to the
owners of the Certificates of Participation (defined below) by the Corporation pursuant to a
Trust Agreement, dated as of , (the "Trust Agreement"), by and between the
Corporation and the Trustee named therein, as trustee (the "Trustee"), the form of which has
been presented to this Board of Directors at the meeting at which this Resolution has been
adopted; and
WHEREAS, the Corporation and the City have determined that it would be in the best
interests of the Corporation, the City and citizens of the community to authorize the execution
and delivery of Certificates of Participation in an aggregate principal amount not to exceed
$16,000,000 (the "Certificates"), which Certificates evidence proportionate interests in certain
Repurchase Payments to be made pursuant to the Sale and Repurchase Agreement, and
which financing will facilitate the effective and expeditious abatement of an existing or
threatened Environmental Nuisance, as defined in the City's Comprehensive Municipal
Environmental Response and Liability Ordinance, being Ordinance No. 1684, adopted
November 17, 1999 and effective December 17, 1999, repealing and reenacting Title 8, chapter
8.24 of the Lodi Municipal Code (the "Ordinance") within or affecting the City.
NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as
follows:
SECTION 1: Certificates. This Board of Directors hereby authorizes the execution and
delivery of the Certificates in an aggregate principal amount not to exceed $16,000,000 in
accordance with the terms and provisions of the Trust Agreement. The purposes for which the
proceeds of the sale of the Certificates shall be expended are to assist with the cost of financing
the City's environmental abatement program, as described in the Sale and Repurchase
Agreement.
SECTION 2: Certificate Documents. The Sale and Repurchase Agreement, the Trust
Agreement, the Certificate Purchase Contract and the Placement Agent Agreement presented
at this meeting are approved. The President, Vice -President or the President's designee is
authorized and directed to execute and deliver said agreements. The agreements shall be
executed in substantially the forms hereby approved, with such additions thereto and changes
therein as are recommended or approved by counsel to the Corporation and approved by such
officers of the Corporation executing the documents, such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 3: Other Actions. The President, Vice President, Secretary and such other
officers of the Corporation are authorized and directed, jointly and severally, to do any and all
things and to execute and deliver any and all documents which they may deem necessary or
advisable in order to consummate the sale and delivery of the Certificates, and the delivery of
the documents described above, and otherwise effectuate the purposes of this Resolution, and
such actions previously taken by such officers are hereby ratified and confirmed.
SECTION 4: Effective Date. This Resolution shall take effect upon the effective date
of the Ordinance, unless the Ordinance does not become effective by June 1, 2000, in which
event this Resolution shall be of no further force and effect.
vote:
ADOPTED, SIGNED AND APPROVED this 3rd day of November, 1999, by the following
AYES: BOARD MEMBERS — Hitchcock, Mann, Nakanishi, Pennino and
Land (President)
NOES: BOARD MEMBERS — None
ABSENT: BOARD MEMBERS — None
ABSTAIN: BOARD MEMBERS — None