Resolution - 6923RESOLUTION NO, 6923
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA
AUTHORIZING AND DIRECTING EXECUTION OF
FIRST AMENDED AND RESTATED LEASE AGREEMENT, PURCHASE AGREEMENT,
CAPITAL ACCOUNT AGREEMENT, TRUST AGREEMENT,
APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF
CERTIFICATES OF PARTICIPATION WITH RESPECT TO
CIVIC CENTER FACILITIES AND LAND, AND
APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION
WHEREAS, The City of West Covina (the "City") and the County of Los
Angeles (the "County") have entered into that certain Joint Exercise of Powers
Agreement Between the City of West Covina and the County of Los Angeles
creating the Los Angeles County - West Covina Civic Center Authority, dated
January 10, 1967 (the "Joint Powers Agreement"); and
WHEREAS, the Los Angeles County - West Covina Civic Center Authority
created by the Joirit Powers Agreement (the "Authority") and the City have
heretofore entered into that certain West Covina Administrative and Police
Buildings Lease, dated as of June 5, 1967 (the "Administrative and Police
Buildings Lease") and that certain Los Angeles County - West Covina Civic
Center Authority Parking Addition Sublease (the "Parking Addition Sublease"),
dated as of July 15, 1972, pursuant to which the Authority has acquired and
constructed certain civic center improvements (the "Facilities") and leased
the Facilities and the respective sites thereof (the "Sites") to the City; and
WHEREAS, the Authority has heretofore issued its, .'Los Angeles County -
West Covina Civic Center Authority West Covina Administrative and Police
Building Revenue Bonds, in the aggregate principal amount of $3,000,000 (the
"1967 Bonds") and its Los Angeles County - West Covina Civic Center Authority
1972 Parking Addition Revenue Bonds, in the aggregate principal amount of
$1,300,000 (the "1972 Bonds") for the purpose of financing the construction of
the Facilities; and
WHEREAS, the City and the Authority have determined that it would be in
the best interests of the Authority and the City to defease the 1967 Bonds and
the 1972 Bonds, and to refinance the Facilities by amending and restating the
Administrative and Police Buildings Lease and the Parking Addition Sublease in
full at this time, in consideration of the payment to the City of an amount
reflecting the present interest of the City in the leasehold estate under said
leases (the "Negotiated Payment"), pursuant to that certain First Amended
and Restated Lease Agreement by and between the City and the Authority dated,as
of September 1, 1984 (the "First Amended and Restated Lease Agreement"j.; ands--:
WHEREAS, for the purpose of obtaining the moneys requires LU ue uepusiLeu
by it with Bank of America National Trust and Savings Association as trustee
(the "Trustee") the purpose of defeasing the 1967 Bonds and the 1972 Bonds and
financing the Negotiated Payment required to be made to the City under the
First Amended and Restated Lease Agreement, the Authority proposes to assign
and transfer certain of its rights under the First Amended and Restated Lease
Agreement to the Trustee pursuant to that certain Assignment Agreement by and
between the Authority and the Trustee, dated as of September 1, 1984 (the
"Assignment Agreement"), and in consideration of such assignment and the
execution of that certain Trust Agreement by and among the Trustee, the Authority
and the City, dated as of September 1, 1984 (the "Trust Agreement"), the Trustee
has agreed to execute and deliver Certificates of Participation, each evidencing
a proportionate interest in the lease payments and prepayments to be made by the
City under the First Amended and Restated Lease Agreement, to provide the moneys
required to be deposited by the Authority under the Trust Agreement; and
RESOLUTION NO. 6923
Page 2
WHEREAS, in order to ensure that the proceeds of the Negotiated Payment
will be used consistently with the intention of the City and with the
requirements of federal tax law, the City and the Authority propose to enter
• into that certain Capital Account Agreement, dated as of September 1, 1984
(the "Capital Account Agreement"); and
WHEREAS, Rauscher Pierce Refsnes, Inc., as manager on behalf of a group
of underwriters (the "Underwriter") has submitted an offer to acquire the
Certificates and, has heretofore caused to be prepared a preliminary Official
Statement describing the Certificates; and
WHEREAS, The City Council approves all of said transactions in 'the
public interests of the City;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West
Covina as.follows:
Section 1 . Eirst_Ame.n.de.Land—Resta.i<ed Least—Agreemwt.. The City Council
hereby approves the amendment and restatement in full of the Administrative and
Police Buildings Lease and the Parking Addition Sublease and the lease of the
Facilities and the Sites to the City pursuant to the First Amended and Restated
Lease Agreement in substantially the form on file with the City Clerk together
with any changes therein or additions thereto deemed advisable by the City Manager.
The Mayor and the City Clerk are hereby authorized and directed for and in the
name and on behalf of the City to execute, attest and affix the seal of the City
to said form of First Amended and Restated Lease Agreement.
Section 2 . Purchase Agreement. The City Council hereby approves the
Purchase Agreement in substantially the form on file with the City Clerk together
with any changes therein or additions thereto deemed advisable by the City
Manager. The Mayor and the City Clerk are hereby authorized and directed for and
in the name and on behalf of the City to execute, attest and affix the seal of
the City to said form of Purchase Agreement.
Section 3. Capital Account Agreement. The City Council hereby approves
the Capital Account Agreement in substantially the form on file with the City
Clerk together with any changes therein or additions thereto deemed advisable
by the City Manager. The Mayor and the City Clerk are hereby authorized and
directed for and in the name and on behalf of the City to execute, attest and
affix the seal of -the City to said form of Capital Account Agreement.
Section 4. Trust Agreement. The City Council hereby approves.th'e Trust
Agreement in substantially the form on file with the City Clerk together with
any changes therein or additions thereto deemed advisable by the City
Manager. The Mayor and City Clerk are hereby authorized and directed for and
in the name and on behalf of the City to execute, attest, and affix the seal
of the City to said form of Trust Agreement.
Section 5 . Sale of Certificates. The City Council hereby approves the
sale of the Certificates to the Underwriter pursuant to that certain Purchase
Agreement, dated as of August 27, 1984, in substantially the form on file with
the City Clerk together with any changes therein or additions thereto deemed
advisable by°the City Manager. The Mayor and City Clerk are hereby authorized
and directed for and in the name and on behalf of the City to execute, attest
• and affix the seal of said Purchase Agreement and to deliver said Purchase
Agreement to the Underwriter.
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RESOLUTION NO. 6923
Page 3
Section 6 Official Statement. The City .Council hereby approves the
Official Statement describing the Certificates, in substantially the form
submitted by the Underwriter and on file with the City Clerk, together with
any changes therein or additions thereto deemed advisable by the City
•Manager. Distribution of the preliminary and a final form of said Official
Statement by the Underwriter is hereby ratified and approved. The City
Manager is hereby authorized and directed to approve any changes in or
additions to a final form of said Official Statement deemed advisable by the
City Manager, and to execute said final Official Statement for and in the name
and on behalf of the City.
Section 7. Official Actions. The Mayor, the City Manager, the Finance
Director, the Assistant City Manager, Building and Safety Director, the City
Clerk and any 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 agreements and documents approved pursuant to
this Resolution.
Section 8. Effective Date. This Resolution shall take effect from and
after the date of.its passage and adoption.
PASSED AND ADOPTED this 27th day of August, 1984, by the following vote:
AYES: Councilmembers: Manners, Chappell, Bacon
NOES: Councilmembers: None
ABSENT: Councilmember : Tennant
/ `�
Attest:
02? z
City Cle