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1984-35 RESOLUTION NO. 84- 35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE, CALIFORNIA, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF LEASE FINANCING DOCUMENTS, APPROVING PRELIMINARY OFFICIAL STATEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO. WHEREAS, the City of Grand Terrace (the "City"), working together with the Cities of Clarement, Placentia, Rancho Cucamonga, and Riverside (collectively referred to herein as the "Lessees") and the Southern California Association of Governments ("SCAG"), is proposing to proceed with a joint lease financing; and 'WHEREAS, in connection therewith, the City is proposing to proceed with lease financing of certain property described' in Exhibit "B" to the Lease Agreement (as hereinbelow referred to) (the "Project") and it is in the public interest and for the public benefit that the City_ authorize and direct execution of the Lease Agreement and other financing documents in connection therewith; and WHEREAS, pursuant to .the City's authorization, Merrill Lynch Capital Markets and Kelling & Co. (the "Underwriters") have prepared and presented to this -City a Preliminary Official Statement containing information material to the offering and sale of the Certificates; and WHEREAS, the .documents below specified have been filed with this City, and the members of the City Council , with the aid of its staff, have reviewed said legal documents I and Official Statement; NOW, THEREFORE, the City Council of the City of. Grand Terrace DOES HEREBY RESOLVE, DECLARE, DETERMINE, AND ORDER as follows: Section 1. That the below-enumerated documents be and are hereby approved, and the Mayor is hereby authorized and directed to execute said Agreements, and the City Clerk is hereby authorized and directed to .attest to the Mayor's signature: I a. Lease Agreement, relating to the Project, ' between SCAG, as Lessor, and the City, as Lessee (the "Lease Agreement"); b. Trust Agreement, by and among SCAG, the Lessees and First Interstate Bank of California (the "Trustee"), relating to the financing of the acquisition of the Project, and the execution and delivery of the Certificates of Participation (the "Certificates of Participation") in the Lease Payments to be made by the Lessees under the Lease Agreements; c. Agency Agreement, relating to the appointment by SCAG of the City as its agent to carry out all phases of the supervision of the acquisition and installation of the Project, between SCAG and the City; d. Deposit Agreement, relating to the deposit by the City with the Trustee of an amount equal to the non-asset portion of the principal amount of the Lease Agreement, .between the-City, the Trustee, and Fireman's Fund Insurance Company; e. Any acquisition or assignment agreements necessary to transfer title to portions. of the Project acquired prior to the completion of the financing and on anticipation, of the financing, from the City to SLAG, are necessary to assign from the City to SCAG rights under contracts of purchase for portions of the Project entered into prior to completion of the financing. Section 2. Said documents are subject to minor revision not inconsistent with the essential terms thereof. Section 3. The Finance Director and the City Manager are individually authorized to execute that certain -Purchase Agreement, by and among the Underwriters, the Lessees, the Trustee, and SCAG, upon presentation of such Agreement by the Underwriters to the Lessees, so long as the interest rate with respect to the Certificates to be purchased by the Underwriters J thereunder will not produce Lease Payments payable under the Lease Agreement which will be in excess of those not to exceed amounts specified in Exhibit "A" to the Lease Agreement. Section 4. The Mayor, the City Manager, the City Clerk, the Finance . Director, and other officials of the City are hereby authorized and directed to execute such other agreements, documents, and certificates as may be necessary to effect the purposes of this Resolution and the lease financing herein authorized. Section 5. To the best of the City Council 's .knowledge, information, and belief, the Preliminary Official Statement contains no.untrue statement of a material fact with respect to the City or omits to state a material fact with respect to the City required to be stated where necessary to make a statement not misleading in the light of the circumstances under which it was " -made. Section 6. °The Preliminary Official Statement is approved for distribution in the offering and sale of Certificates of Participation evidencing proportionate interests of the Owners individually thereof in Lease Payments -to be made by the Lessees under the Lease Agreements. Section 7. The City Manager and the Finance Director are individually authorized to approve corrections. and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as _appropri.ate, provided that any such corrections or additions shall be necessary to cause the information contained .therein to conform with facts material to the Certificates, or to the proceedings of the City or such corrections or additions are in form rather than in substance. - 2 - Section 8. The City Manager and the Finance Director are individually authorized and directed to cause the Preliminary Official Statement to be brought into the form of a Final Official Statement and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, and does not, as of the date of delivery of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make a statement not misleading in light of the circumstances under which it was made. The City Manager shall take such further actions prior to the signing of the statement as are deemed necessary or appropriate to verify the accuracy of the statement. ADOPTED this 8th day of November, 1984. ATTEST: — City:C rk of the City of G�And Mayor of the City of Grand Terrace Terrace and of the City C,oulici 1 and of the City Council thereof. thereof. s I, Myrna Erway, City Clerk of the City of Grand Terrace, do hereby certify that the foregoing Resolution was introduced and adopted at a regular meeting of the City Council of the City of Grand Terrace held on the 8th day of November ,1984, by the following vote: AYES: Councilmembers Rigley, Petta, Nix, Pfennighausen; Mayor Grant. NOES: None. ABSENT: None. ABSTAIN: None. City C, rk = Ap roved''as to f U/ City Attorney