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.
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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