Resolution - 7082RESOLUTION NO. 7082
• A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
AUTHORIZING AND DIRECTING EXECUTION OF A PURCHASE
AGREEMENT, APPROVING A PRELIMINARY OFFICIAL STATEMENT
AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH
• RESPECT THERETO.
RESOLVED, by the City Council of the City of West Covina:
WHEREAS, the City of West Covina (the "City") working together with
the cities of Coachella, Culver City, and the Palos Verdes Library District
(collectively referred to herein as the "Lessees") and the California
Cities Financing Corporation (the "Corporation"), is proposing to proceed
with a joint lease financing; and
WHEREAS, in connection therewith, the City is proposing to proceed
with lease financing of certain property described in Exhibit C to the
Lease Agreement (as hereinbelow referred to) (the "Project") and it is in
the public interest and for the public benefit that the City authorize and
direct execution of the Lease Agreement and other financing documents in
connection therewith; and
WHEREAS, pursuant to the City's authorization, Merrill Lynch Capital
Markets and Stone & Youngberg (the "Underwriters"), have prepared and
presented to the City a preliminary official statement containing
information material to the offering and sale of the Certificates of
Participation described below (the "Preliminary Official Statement"); and
WHEREAS, the documents below specified have been filed with the City,
and the members of the City Council, with the aid of its staff, have
reviewed said legal documents and Preliminary Official Statement;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
SECTION 1. The below -enumerated documents be and are hereby approved,
and the Mayor, City Manager or Controller is hereby authorized and directed
to execute said Agreements, with such changes, insertions and omissions as
may be approved by such official, and the City Clerk is hereby authorized
and directed to attest to such official's signature:
a) a lease agreement, relating to the Project, between the
Corporation, as lessor, and the City, as lessee (the "Lease Agreement"), so
long as the term of the Lease Agreement does not exceed five (5) years, so
long as the principal amount of the Lease Agreement does not exceed
$935,000, and so long as the Lease Payments payable by the City under the
Lease Agreement in any twelve month period do not exceed $235,000;
• b) a trust agreement, by and among the Corporation, the Lessees
and a trustee to be chosen by the Lessees and the Corporation (the
"Trustee"), relating to the financing of the acquisition of the Project,
and the execution and delivery of certificates of participation evidencing
the proportionate interests of the owners thereof in lease payments to be
made by the City under the Lease Agreement and in the lease payments to be
made by the Lessees under separate lease agreements (the "Certificates of
Participation"); and
c) a purchase agreement by and among the Underwriters, the
• lessees and the Trustee relating to the purchase by the Underwriter of the
Certificates of Participation, so long as the interest rate with respect to
the Certificates of Participation will not produce annual lease payments
payable under the Lease Agreement in any twelve month period in excess of
$235,000, so long as the principal amount of the Certificates of
Participation attributable to the City will not exceed $935,000, and so
long as the Underwriters' discount with respect to the Certificates does
not exceed 4.00%.
SECTION 2. The Mayor, City Manager, Controller and other officials of
the City are hereby authorized and directed to execute such other
agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the lease financing herein authorized
including, but not limited to, a site lease, a site and facility lease, an
encroachment permit, an easement, a license, or such other document as may
be appropriate to transfer to the Corporation a legal interest in the real
property upon which the Project will be constructed or located if the
Project includes a real property component, and a deposit agreement,
relating to the deposit by the City with the Trustee of an amount equal to
the non -asset portion of the principal amount of the Lease Agreement,
between the City, the Trustee and United States Fidelity & Guaranty
Company, the proposed insurer of the Certificates of Participation.
SECTION 3. To the best of the City's knowledge, information and
belief, the Preliminary Official Statement contains no untrue statement of
a material fact with respect to the City or omits to state a material fact
with respect to the City required to be stated where necessary to make any
statement made therein not misleading in the light of the circumstances
under which it was made.
SECTION 4. The Preliminary Official Statement is approved for
distribution in the offering and sale of the Certificates of Participation.
SECTION 5. The Mayor, City Manager or Controller is authorized to
approve corrections and additions to the Preliminary Official Statement by
supplement or amendment thereto, or otherwise as appropriate, provided that
any such corrections or additions shall be necessary to cause the
information contained therein to conform with facts material to -the
Certificates of Participation, or to the proceedings of the City or such
corrections or additions are in form rather than in substance.
SECTION 6. The Mayor, City Manager or Controller is authorized and
directed to cause the Preliminary Official Statement to be brought into the
form of a final official statement (the "Final Official Statement") and to
execute said Final Official Statement, dated as of the date of the sale of
the Certificates of Participation, and a statement that the facts contained
in the Final Official Statement, and any supplement or amendment thereto
(which shall be deemed an original part thereof for the purpose of such
statement) were, at the time of sale of the Certificates of Participation,
true and correct in all material respects and that the Final Official
Statement did not, on the date of sale of the Certificates of
Participation, and does not, as of the date of delivery of the Certificates
of Participation, contain any untrue statement of a material fact with
respect to the City or omit to state material facts with respect to the
City required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was
made. The Mayor, City Manager or Controller shall take such further
actions prior to the signing of the Final Official Statement as are deemed
necessary or appropriate to verify the accuracy thereof.
SECTION 7. The City Clerk shall certify to the adoption of this
• resolution.
Mayor
ATTEST:
I hereby certify that the foregoing resolution was duly adopted at a
regular meeting of the City Council of the City of West Covina held on the
26th day of August, 1985, by the following vote:
AYES: Chappell, Bacon, Shearer, Tennant
NOES: None
ABSENT: Manners
ABSTAIN: None
APPROVED AS TO FORM:
City Attorney