Resolution - 8202RESOLUTION NO. 8202
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $7,750,000 PRINCIPAL AMOUNT OF LEASE REVENUE
REFUNDING BONDS (THE LAKES PUBLIC PARKING PROJECT),
THE SUBLEASE OF LAND AND PARKING IMPROVEMENTS TO
WATT INVESTMENT PROPERTIES, INC. AS DEVELOPER AND
THE OPERATING AGREEMENT WITH DEVELOPER RELATING TO
SUCH LAND AND PARKING IMPROVEMENTS, APPROVING REIM-
BURSEMENT AGREEMENT WITH NATIONAL WESTMINSTER BANK
AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS
WHEREAS, pursuant to the Community Redevelopment Law of the State
of California (the "Law") the Redevelopment Agency of the City of West
Covina (the "Agency") has previously entered into an Installment Sale
Agreement dated as of November 1, 1985 (the "1985 Installment Sale
Agreement"), with the Parking Authority of the City of West Covina (the
"Authority") whereby the Authority has agreed to acquire certain land
(the "Site") situated in the Central Business District Redevelopment
Project Area of the Agency (the "Project Area") and build certain
public parking facilities and related and appurtenant facilities and
property (the "Project") thereon, and to sell the Project and the Site
to the Agency; and
WHEREAS, under the Installment Sale Agreement, the Agency is obli-
gated to pay certain installment payments to the Authority as the pur-
chase price of the Project and the Site; and
WHEREAS, in order to provide funds to refinance the Installment Pay-
ments and thereby restructure the financing in a manner which is of
benefit to the Agency, the Agency wishes to authorize the issuance of
its Redevelopment Agency of the City of West Covina 1988 Lease Revenue
Refunding Bonds (The Lakes Public Parking Project) in the principal
amount of not to exceed $7,750,000 (the "Bonds") pursuant to the Law
and the provisions of Article 11 of Chapter 3 of Part 2 of Division 2
of Title 5 of the Government Code of the State of California; and
WHEREAS, the City of West Covina (the "City") proposes to lease the
Site and the Project from the Agency pursuant to the Lease Agreement
dated as of August 1, 1988 (the "Lease Agreement"), for the purpose,
among others, of providing amounts sufficient to provide revenues for
the payment of the Bonds and for the purpose of assisting the Agency in
the redevelopment of the Project Area, and the City Council has pre-
viously adopted its ordinance approving the Lease Agreement and author-
izing and directing the execution thereof; and
WHEREAS, the City proposes to sublease a portion of the Site and
the Project to Watt Investment Properties, Inc., a California corpora-
tion (the "Developer"), pursuant to the Agreement For Sublease of
Portion of Public Facilities dated as of August 1, 1988 (the "Sublease
Agreement"), and to enter into an Operating Agreement for Portion of
Parking Facilities dated as of August 1, 1988 (the "Operating Agree-
ment"), with the Developer with respect to the remaining portion of the
Site and the Project; and
WHEREAS, the Bonds are proposed to be secured by an irrevocable
direct -pay letter of credit issued by National Westminster Bank PLC,
acting through its San Francisco Overseas Branch (the "Bank"), in favor
of the Trustee for the account of the City, pursuant to the Reimburse-
ment Agreement dated as of August 1, 1988, as secured by the Pledge and
security Agreement dated as of August 1, 1988 (collectively, the
"Reimbursement Agreement"), each by and between the City and the Bank;
and
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WHEREAS, Security Pacific Merchant Bank, as prospective underwriter
of the Bonds (the "Underwriter"), has informed the City that it intends
• to submit an offer to purchase the Bonds and in connection with the
underwriting of the Bonds the Underwriter has caused to be prepared an
Official Statement describing the Bonds and has proposed to act as
remarketing agent with respect to the Bonds pursuant to the Remarketing
• Agreement dated as of August 1, 1988 (the "Remarketing Agreement"), by
and among the Underwriter, the City and the Agency; and
WHEREAS, the City Council wishes at this time to authorize all
proceedings relating to the financing of the Site and the Project, the
sale of the Bonds and the execution and delivery of all related agree-
ments and documents to which it is a party;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
West Covina as follows:
Section 1. . Approval of Bonds. Pursuant to Section 33640 of the
Law, the City Council hereby approves issuance of the Bonds by the
Agency, in the aggregate principal amount of not to exceed $7,750,000.
Section 2. Approval of Agreements. The City Council hereby
approves the Reimbursement Agreement, the Remarketing Agreement, the
Sublease Agreement and the Operating Agreement in substantially the
respective forms on file with the City Clerk together with any changes
therein or additions thereto deemed advisable by the City Manager. The
City Council hereby authorizes and directs the Mayor to execute, and
the City Clerk to countersign and affix the seal of the City to, the
final forms of the Reimbursement Agreement, the Remarketing Agreement,
the Sublease Agreement and the Operating Agreement for and in the name
of the City.
Section 3. Sale of Bonds; Approval of Purchase Contract. The City
Council hereby approves the sale of the Bonds by negotiation with the
Underwriter, pursuant to the Purchase Contract by and among the Agency,
the City and the Underwriter, in substantially the form on file with
the City Clerk together with any changes therein or additions thereto
approved by the City Manager or an authorized representative of the
City Manager. The Purchase Contract shall be executed in the name and
on behalf of the City by the City Manager or an authorized representa-
tive of the City Manager, who is hereby authorized and directed to
execute and deliver said form of Purchase Contract on behalf of the
City upon submission of a proposal by the Underwriter to acquire the
Bonds, which proposal is acceptable to the City Manager or such
representative. The purchase price received by the Agency for the
Bonds shall be not less than ninety-eight percent (98%) of the par
amount thereof and the net effective rate of interest to be borne by
the Bonds during the initial interest period shall not exceed eight
percent (8%) per annum.
Section 4. Official Statement. The City Council hereby approves
the preliminary Official Statement describing the Bonds, in 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 or an authorized representative of the City Manager. The
City Council approves and authorizes the distribution by the Under-
writer of said preliminary Official Statement to prospective purchasers
of the Bonds. The City Manager or an authorized representative of the
City Manager is hereby authorized and directed to approve any changes
in or additions to a final form of said Official Statement deemed advis-
able by the City Manager or such representative. The City Council
hereby authorizes the distribution of the final Official Statement by
the Underwriter.
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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, agree-
ments, notices, consents, instruments of conveyance, warrants and other
documents, which they or any of them might deem necessary or appro-
priate in order to consummate any of the transactions contemplated by
the documents approved pursuant to this Resolution. Whenever in this
resolution any officer of the City is authorized to execute or counter-
sign any document or take any action, such execution, countersigning or
action may be taken on behalf of such officer by any person designated
by such officer to act on his or her behalf in the case such officer
shall be absent or unavailable.
Section 6. Effective Date. This Resolution shall take effect from
and after the date of its passage and adoption.
Section 7. Certification
adoption of this Resolution.
APPROVED AND ADOPTED this
ATTEST:
City Clerk
The City Clerk shall certify to the
27th day of June
Mayor
I HEREBY CERTIFY that the foregoing Resolution No. 8202 was
duly adopted by the City Council of the City of West Covina at a
regular meeting thereof held on the 27th day of June
1988, by the following vote:
AYES: McFadden, Lewis, Bacon, Manners
NOES: Tarozzi
ABSENT: None
ABSTAIN: None
City Cler
APPROVED AS TO FORM:
14; d
F r Jones, Hall, Hill & White,
A rofessional Law Corporation,
as Special Counsel
LAK224KJ-6/88