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HomeMy WebLinkAboutResolution No. 4764 RESOLUTION NO. 4764 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING FINAL FORM OF TRUST AGREEMENT RELATING TO REFUNDING PROCEEDINGS, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF NOT TO EXCEED $18,000,000 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the City of Downey Civic Center Corporation (the "Corporation ") has heretofore leased certain public facilities consisting of civic center land and improvements to the City pursuant to that certain Facility Lease dated as of February 1, 1984, (the "Facility Lease ") by and between the Corporation as lessor and the City of Downey (the "City ") as lessee; and WHEREAS, the City has determined that it is in the interests of the City at this time to provide for the refinancing of a portion of its obligations under the Facility 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 has requested the Corporation to enter into that certain First Amendment to Facility Lease dated as of June 1, 1986, (the "First Amendment to Facility Lease ") by and between the Corporation as lessor and the City as lessee; and WHEREAS, the City Council of the City has heretofore adopted its ordinance approving and authorizing and directing the execution of the First Amendment to Facility Lease; and WHEREAS, for the purpose of obtaining the moneys required to be deposited by it into such escrow fund, the Corporation proposes to assign and transfer certain of its rights under the Facility Lease, as amended pursuant to the First Amendment to Facility Lease, to First Interstate Bank of California as trustee (the "Trustee ") pursuant to an Assignment Agreement dated as of June 1, 1986, by and between the Corporation and the Trustee; and WHEREAS, in consideration of such assignment and the execution of the Trust Agreement, dated as of June 1, 1985, (the "Trust Agreement ") by and among the City, the Corporation and the Trustee, the Trustee has agreed to execute and deliver not to exceed $18,000,000 principal amount of Refunding Certificates of Participation (City of Downey Civic Center Project), each evidencing a proportionate interest in the Lease Payments made by the City under the amended Facility Lease (the "Certificates of Participation "); and RESOLUTION NO. 47u4 WHEREAS, Goldman, Sachs & Co. as prospective underwriter of the Certificates of Participation (the "Underwriter ") has informed the City and the Corporation that it intends to submit an offer to purchase the Certificates of Participation, and in connection with the remarketing of the Certificates of Participation the Underwriter has caused to be prepared an Official Statement describing the Certificates of Participation; and WHEREAS, the City Council approves of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Downey as follows: Section 1. 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 City Manager, 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 City Manager 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 2. Sale of Certificates. The City Council hereby approves the sale of the Certificates of Participation to the Underwriter pursuant to that certain Purchase Agreement among the City, the Corporation, the Trustee and the Underwriter, in substantially the form on file with the City Clerk, in together with any changes therein or additions thereto deemed advisable by the City Manager, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The City Manager is hereby authorized and directed for and in the name and on behalf of the City to execute and deliver, and the City Clerk is hereby authorized and directed for and in the name and on behalf of the City to attest, said form of Purchase Agreement upon submission of a proposal by the Underwriter to purchase the Certificates of Participation, which proposal is acceptable to the City Manager; provided, however, that the purchase price to be paid for the Certificates of Participation by the Underwriter shall be at least ninety - seven percent (97 %) of the par value thereof, and the rate of interest represented by the Certificates of Participation shall not exceed eight and one - quarter percent (8-1/4%) per annum. The City Manager is hereby delegated the authority to approve the terms of any offer by the Underwriter to purchase the Certificates of Participation, provided that such offer is in form and substance acceptable to the City Manager and is within the limitations set forth in this Resolution. Section 3. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Certificates of Participation, in substantially 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. The City approves and authorizes the distribution by the Underwriter of said preliminary Official Statement to prospective purchasers of the Certificates of Participation. Section 4. Official Actions. The Mayor, the City Manager, the Director of Administrative Services, the City Clerk and all other officers of the City are each -2- RESOLUTION U. 476 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 and documents approved pursuant to this Resolution. Section 5. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 10th day of June, 1986, by the following vote: AYES: 4 Council Members: Santangelo, Boggs, Cormack, Davila NOES: 0 Council Members: None ABSENT: 1 Council Members: , barb Ate)f,:&1-441 Mayor (S E A L) Attest: /.2L By: ,b City Clerk I HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Downey held on the 10th day of June, 196U. tip City Clerk (-- -3-