Resolution - 9432RESOLUTION NO. g439
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA APPROVING LEASE -PURCHASE, TRUST
AND ESCROW AGREEMENTS, OFFICIAL STATEMENT, AND
OFFICIAL NOTICE OF SALE AND AUTHORIZING SALE
OF 1997 REFUNDING CERTIFICATES OF PARTICI-
PATION (CIVIC CENTER PROJECT)
• WHEREAS, there has been presented to the City Council of the
City of West Covina for approval the following documents:
(1) A Lease -Purchase Agreement, dated as of April 1, 1997, by
and between the West Covina Public Financing Authority (the
"Authority") and the City of West Covina (the "City"), hereinafter
referred to as the Lease -Purchase Agreement;
(2) A Trust Agreement, dated as of April 1, 1997, by and
among BNY Western Trust Company, as Trustee (the "Trustee"), the
Authority and the City, hereinafter referred to as the Trust
Agreement;
(3) A Preliminary Official Statement for $26,500,000 1997
Refunding Certificates of Participation (Civic Center Project),
hereinafter referred to as the Preliminary Official Statement;
(4) An Official Notice of Sale relating to $26,500,000 1997
Refunding Certificates of Participation (Civic Center Project),
hereinafter referred to as the Official Notice of Sale; and
(5) An Escrow Agreement, dated as of April 1, 1997, by and
between the City and BNY Western Trust Company, as escrow agent,
hereinafter referred to as the Escrow Agreement; and
WHEREAS, the Lease -Purchase Agreement, Trust Agreement,
Preliminary Official Statement, Official Notice of Sale, and Escrow
Agreement are necessary to carry out the refinancing of the civic
center buildings of the City of West Covina (the "Project"); and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA
DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Lease -Purchase Agreement'is hereby approved
and the Mayor and the City Manager or their designees are hereby
authorized and directed to execute, "attest and deliver the
Lease -Purchase Agreement in the name of and on behalf of the City
in substantially the form and content now before this meeting, but
with such changes, modifications, additions and deletions therein
as shall be deemed necessary, desirable or appropriate by the Mayor
and the City's Special Counsel.
Section 2. The Trust Agreement is hereby approved and the
Mayor and the City Manager or their designees are hereby authorized
and directed to execute, attest and deliver the Trust Agreement in
the name of and on behalf of the City, in substantially the form
and content now before this meeting, but with such changes,
modifications, additions and deletions therein as shall be deemed
necessary, desirable or appropriate by the Mayor and the City's
Special Counsel. The Trustee is hereby authorized and directed to
authenticate and deliver said Certificates of Participation in the
amount, maturities and interest rates set forth in the Trust
Agreement and Official Statement.
Section 3. The Official Statement in substantially the
form of the Preliminary Official Statement is hereby approved and
deemed final for purposes of Securities and Exchange Commission
Rule 15c2-12 and the Mayor or his designee is hereby authorized and
directed to execute the Official Statement in the name of and on
behalf of the City. The City's financial advisor and the purchaser
of the Certificates of Participation are hereby authorized to
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distribute the Official Statement to prospective purchasers of said
Certificates of Participation.
Section 4. This Council hereby authorizes the sale on or
about April 15, 1997 of not -to -exceed $26,500,000 principal amount
of Certificates of Participation and designates said not -to -exceed
$26,500,000 principal amount of Certificates of Partici-pation to
be sold as the City of West Covina 1997 Refunding Certificates of
• Participation (Civic Center Project) (the "Certificates of
Participation"). The City Manager or his designee are hereby
authorized to award the sale of the Certificates of Participation
on such date in accordance with this resolution and the terms of
the Official Notice of Sale approved in Section 5 hereof; provided,
however, that should the City Manager determine after consultation
with the Financial Advisor (as defined below) that it is more cost
effective to sell the Certificates by negotiated sale, the City
Manager may enter into a contract of purchase for the sale of the
Certificates on terms no less advantageous than set forth in the
Notice of Sale approved in Section 5 hereof.
•
Section 5. The form of proposed Official Notice of Sale
inviting bids for the purchase of the Certificates of
Participation, in substantially the form presented to this Council,
is hereby approved and adopted as the Official Notice of Sale
inviting bids for the purchase of the Certificates of
Participation. Sealed bids shall be received on behalf of the City
by the Financial Advisor of the City (as defined below) up to the
hour of 10:00 a.m. Pacific Standard Time on April 15, 1997 for the
purchase of the Certificates of Participation for cash at not less
than ninety-nine percent (99%) of their principal amount, and
accrued interest thereon to the date of their delivery, the
interest rate or rates to be designated in the bid, this Council
delegating to the City Manager or his designee the right to reject
any and all bids, in accordance with the terms and conditions of
said Official Notice of Sale, as completed, and if no bids are
accepted, then further bids will be accepted every Tuesday until an
award is made. Kitahata & Company, 137 Joost Avenue, San
Francisco, California 94131 (herein called the "Financial
Advisor"), is hereby authorized and directed to cause to be mailed
to prospective bidders for the Certificates of Participation copies
of said Official Notice of Sale, subject to such corrections,
revisions or additions as may be acceptable to the City's Special
Counsel.
Section 6. The Escrow Agreement between the City and BNY
Western Trust Company, as escrow agent, dated as of April 1, 1997,
is hereby approved and the Mayor and City Manager or their
designees are hereby authorized and directed to execute, attest and
deliver the Escrow Agreement in the name of and on behalf of the
City in substantially the form and content now before this meeting,
but with such changes, modifications, additions or deletions
therein as shall be deemed necessary, desirable or appropriate by
the Mayor and the City's Special Counsel.
Section 7. The Mayor, City Manager, their designees, or
other appropriate officers of the City are hereby authorized to
execute and deliver for and on behalf of the City any and all
additional certificates (including the Continuing Disclosure
Certificate), documents, opinions or other papers and perform all
other acts as they may deem necessary or appropriate in order to
implement and carry out the intent and purposes of this resolution.
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•
FA
PASSED, APPROVED AND ADOPTED this 1st day of April, 1997.
&-daw
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BENJAMIN Sj WONG, MAYOR OFZHE CITY
OF WEST COVINA
ATTEST:
JANET BERRY, CITY CLERK OF
THE CITY OF.WESTCOVINA
STATE OF CALIFORNIA )
)ss
COUNTY OF LOS ANGELES )
I, Janet Berry, City Clerk of the City of West Covina,
California, hereby certify that the above and foregoing Resolution
was duly and regularly adopted by said City Council at a regular
meeting thereof held on the 1st day of April, 1997, by the
following vote:
AYES: Herfert, Howard, Nelendez, Touhey, Wong
NOES: None
ABSENT: None
V 1,
JANET BERRYCIT � LERK_OF THE CITY
OF WEST COVINA'' =j
APPROVED AS TO FORM:
City Attorney
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