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Resolution - 799133011-4 JHHW:CFAafd February 12, 1987 F7207 RESOLUTION NO. 7991 • RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA APPROVING AMENDMENT OF LEASE AGREEMENT WITH LOS ANGELES COUNTY - WEST COVINA CIVIC CENTER AUTHORITY, APPROVING FORM OF TRUST AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF NOT TO EXCEED $28,000,000 REFUNDING CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION i WHEREAS, the City and the Los Angeles County - West Covina Civic Center Authority (the "Authority") have heretofore entered into that certain West Covina Administrative and Police Buildings Ground Lease dated June 5, 1967, and have heretofore entered into that certain Los Angeles County - West Covina Civic Center Authority Parking Addition Ground Lease dated July 15, 1972, with respect to certain land located in the City of West Covina (the "Site"); and WHEREAS, the City and the Authority have heretofore entered into that certain West Covina Administrative and Police Buildings Lease dated June 5, 1967, and have heretofore entered into that certain Los Angeles County - West Covina Civic Center Authority Parking Addition Sublease dated July 15, 1972, with respect to certain improvements located on the Site, including City Hall facilities, police facilities and parking facilities (the "Facilities"); and WHEREAS, the City and the Authority subsequently amended and restated said leases in full pursuant to that certain First Amended and Restated First Amended Lease dated as of September 1, 1984, (the "First Amended Lease") for the purpose of refinancing certain obligations of the City and providing additional funds to acquire and construct additional public improvements within the City, including additional Facilities; and WHEREAS, the City has determined that it is in the interests of the City at this time to provide for the refinancing of the City's obligations under the First Amended Lease by the deposit into an escrow fund of an amount sufficient, together with the earnings on the investment thereof, to refinance such obligations, and to that end the City and the Authority propose to enter into that certain Second Amendment to Lease Agreement dated as of February 1, 1987, (the "Second Amendment to Lease Agreement") by and between the Authority as lessor and the City as lessee, amending the First Amended Lease to reduce the schedule of lease payments thereunder and in certain other respects; and WHEREAS, for the purpose of obtaining the moneys required to be deposited by it into such escrow fund, the Authority proposes to assign and transfer certain of its rights under the First Amended Lease, as so amended, to First Interstate Bank of California as trustee (the "Trustee") pursuant to that certain Assignment Agreement dated as of January 1, 1987, by and between the Authority as assignor and the Trustee as assignee; and WHEREAS, in consideration of such assignment and the execution of that certain Trust Agreement dated as of February 1, 1987, (the "Trust Agreement") by and among the je Authority, the City and the Trustee, the Trustee will execute and deliver Refunding Certificates of Participation (Civic Center Complex) in the principal amount of not to exceed $28,000,000 (the "Certificates of Participation"), each evidencing an undivided fractional interest in the Lease Payments made by the City under the First Amended Lease, as so amended; and WHEREAS, E.F. Hutton & Company, Inc. and Security Pacific Merchant Banking Group, as prospective underwriters of the Certificates of Participation (the "Underwriters"), have informed the Authority that they intend to submit an offer to purchase the Certificates of Participation, and in connection with the remarketing of the Certificates of Participation the Underwriters have caused to be prepared an Official Statement describing the Certificates of Participation; and WHEREAS, the City Council approves of said transactions as being 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. Amendment of Lease Agreement; Approval of Second Amendment to Lease Agreement. The City Council hereby approves the amendment of the First Amended Lease pursuant to the Second Amendment to Lease Agreement in substantially 9~r: form on file with the City Clerk together with any changes therein or additions thereto -:med advisable by the Mayor, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Second Amendment to Lease Agreement for and in the name of the City. The schedule of lease payments set forth in Appendix A to the Second Amendment to Lease Agreement shall conform to the schedule of principal and interest payments represented by the Certificates of Participation, determined pursuant to Section 3 hereof. Section 2. Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. Section 3. Sale of Certificates. The City Council hereby approves the sale of the Certificates of Participation to the Underwriters pursuant to that certain Purchase Agreement among the City, the Authority, the Trustee and the Underwriters, in substantially the form on file with the City Clerk, in together with any changes therein or additions thereto deemed advisable by the Mayor, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The Certificates of Participation shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The Mayor is hereby authorized and • directed for and in the name and on behalf of the City to execute and deliver said form of Purchase Agreement upon submission of a proposal by the Underwriters to purchase the -2- Certificates of Participation, which proposal 'is acceptable to the Mayor: provided, however, that the purchase price to be paid for the Certificates of Participation by the Underwriters shall be at least ninety-seven and one-half percent (97-1/2%) of the par value thereof, and the rate of interest represented by the Certificates of Participation shall not exceed eight and one-half percent (8-1/2%) per annum. The Mayor is hereby delegated the authority to approve the terms of any offer by the Underwriters to purchase the Certificates of Participation, provided that such offer is in form and substance acceptable to the Mayor and is within the limitations set forth in this Resolution. Section 4. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Certificates of Participation, in.the form submitted by the ^writers and on file with the City Clerk, together with any changes therein or additions deemed advisable by the Mayor, whose execution of said agreement shall be ve evidence of his approval of any such changes or additions. The City approves ani;� authorizes the distribution by the Underwriters of said preliminary Official Statement to prospective purchasers of the Certificates. Section 5. Official Actions. The Mayor, the City Manager, the Assistant City 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. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 2nd day of February, 1987, by the following vote: AYES: Tennant, Bacon, Manners, Chappell, Shearer NOES: None ABSENT: None Mayor (SEAL) Attest: Appro d to Form: By: t16 I�LtT� Special Legal Counsel -3.