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HomeMy WebLinkAboutResolution No. 4345 RESOLUTION NO. 4345 OF THE CITY OF DOWNEY APPROVING THE CITY OF DOWNEY CIVIC CENTER PROJECT AND REAFFIRMING THE APPROVAL OF ALL DOCUMENTS RELATED THERETO WHEREAS, the City of Downey has by Ordinance No. 738, adopted October 31, 1983 and effective November 30, 1983, approved the form of and authorized the execution of a Facility Lease, Site Lease, Agency Agreement, Trust Agreement, and Assignment Agreement and WHEREAS, the City of Downey has in said Ordinance consented to participate in a lease financing in which certificates of participation evidencing undivided interests in rental payments made by the City pursuant to the Facility Lease are issued; WHEREAS, the City of Downey has in said Ordinance authorized a lease financing pursuant to the fulfillment of certain conditions specified in Section 6 thereof; namely, approval by resolution of the final terms and conditions for the lease financing and all other documents and agreements to be executed by the City in connection with such financing; receipt of all requisite governmental approvals; and receipt of a judgment entered in a validation action approving the Facility Lease; WHEREAS, the validation action filed on November 2, 1983, has resulted in a default judgment dated as of January 9 , 1984, in favor of the City; WHEREAS, all requisite governmental approvals have been received; WHEREAS, all the conditions specified in Section 6 relating to receipt of governmental approvals and a default judgment have been fulfilled; NOW, THEREFORE, BE IT RESOLVED by the' City Council of the City of Downey, as follows: 1. The proposed form of Preliminary Official Statement relating to the 1984 Refunding Certificates of Participation, City of Downey Civic Center Project (the "Certificates "), in substantially the form presented to this meeting, is hereby approved. The Mayor is hereby authorized and directed, at the time of the sale of the Certificates, for and in the name and on behalf of the City, to execute a final Official Statement in substantially said form, with such additions thereto or changes therein as the City Manager may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Such changes may include changes as to the principal amount, .interest rates and 2 redemption features of the Certificates as effectuate the purposes of this resolution, provided however, that the following maximum limits are maintained. No changes may be made which provide for a sale of the Certificates in a principal amount that exceeds $16,000,000; for an interest rate that exceeds a true interest cost of more than ten and three quarters (10.75 %); for an annual base rental payment that exceeds $1,671,000; or for a discount on the purchase price to the Underwriter that exceeds three and two tenths (3.2 %). 2. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statement, as finally executed, to persons who may be interested in the purchase of the Certificates and is directed to deliver a copy of the final Official Statement to all actual purchasers of the Certificates. 3. The approval of the Facility Lease, Site Lease, Agency Agreement, Assignment Agreement, and Trust Agreement granted in Ordinance No. 738, and all other documents necessary for the financing is reaffirmed. 3 4 4. The proposed form of purchase contract, among the City, the City of Downey Civic Center Corporation, Dean Witter Reynolds Inc. as Underwriter and First Interstate Bank of California as Trustee, in substantially the form presented to this meeting, and subject to the limitations specified in Section 1 hereof, is hereby approved. The City Manager of the City is hereby authorized and directed, for or in the name and on behalf of the City, to accept the offer of the Underwriter to purchase the Certificates contained in said purchase contract and to execute and deliver said purchase contract in said form, and to approve any additions to or changes in the form of said purchase contract (consistent with the final Official Statement approved by the Mayor and in accordance with the limitations specified within Section 1) hereof which such officer may deem necessary or advisable, approval of such additions or changes to be conclusively evidenced by the execution of said purchase contract as so added to or changed. 5. The Mayor be and hereby is authorized and directed to execute and deliver at the time of 4 4 the sale'of the Certificates, for and in the name and on behalf of the City, a final Official Statement in substantially said form, subject to the limitations contained in Section 1 hereof. 6. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, or make any necessary modifications to those documents consistent with the limitations specified in Section 1 hereof which are acceptable to the City Attorney and Bond Counsel and which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Certificates of Participation and to comply with the terms of Ordinance No. 738 and the agreements and documents authorized therein. 7. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Certificates are hereby approved, confirmed and ratified. 8. This resolution shall take effect immediately upon its passage. 5 I PASSED AND ADOPTED this 10th day of January, 1984. 7'7)1 , - 7 1 ‘ . s ATTEST: , • e t G. CeSr c !, a or _ / a Ci y I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Downey at a regular meeting thereof held on the 10th day of January, 1984, by the following vote, to wit: ATES: 4 Council Members: Barb, Davila, Quinn, Cormack NOES: 0 Council Members: None ABSENT: 0 Council Members: None NOT VOTING: 1 Council Members: Jackman (shareholder) r`' Ci ty Cler 6 RESOLUTION NO. 4345 SECRETARY'S CERTIFICATE I, ROBERT L. SHAND, Clerk of the City of Downey, hereby certify that the foregoing is a full, true, and correct copy of a resolution duly adopted at an adjourned regular meeting of the City Council of said City duly and regu- larly held at the regular meeting place thereof on the 10th day of January, 1984, of which meeting all of the members of said City Council had due notice and at which a majority thereof was present; and that at said meeting said resolution was adopted by the following vote: AYES: 4 Council Members: Barb, Davila, Quinn, Cormack NOES: 0 Council Members: None ABSENT: 0 Council Members: None NOT VOTING: 1 Council Member: Jackman (Shareholder) I further certify that I have carefully compared the sarre with the original Minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true, and correct copy of the original resolution adopted at said meeting and entered in said Minutes; and that said resolution has not been amended, modified, or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the City of Downey this 16th day of January, 1984. 1 / / Robe't L. Shand City Clerk of Downey