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HomeMy WebLinkAbout046-85RESOLUTION NO. 46-85 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DANVILLE APPROVING SALE OF CITY OFFICES TO CITY OF DANVILLE CIVIC IMPROVEMENT CORPORATION, AUTHORIZING AND DIRECTING EXECUTION OF ACQUISITION AGREEMENT, LEASE AGREEMENT AND TRUST AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF $3,100,000 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the city of Danville (the "city") recently acquired certain land and public improvements to be used for city hall purposes of the City (the "Project"), with the intention of subsequently entering into a long-term financing arrangement with a financing entity which would take title to the Project and lease the Project back to the City; and WHEREAS, the City of Danville Civic Improvement Corporation (the "Corporation") has been organized for the purpose of entering into such financing arrangement with the city; and WHEREAS, it is desirable at this time for the City to transfer title to the Project to the Corporation pursuant to that certain Acquisition Agreement dated as of June 1, 1985, by and between the City and the Corporation (the "Acquisition Agreement") and to lease the Project back from the Corporation pursuant to that certain Lease Agreement dated as of June 1, 1985, by and between the City and the Corporation (the "Lease Agreement"); and WHEREAS, the Lease Agreement provides that the City will pay periodic Lease Payments in an amount sufficient to pay the costs of financing the Project, and upon payment in full of all such Lease Payments title to the Project will automatically vest back in the City; and WHEREAS, the Corporation proposes to finance such acquisition by assigning to Security Pacific National Bank as trustee (the "Trustee") certain rights of the Corporation under the Lease Agreement, and to enter into that certain Trust Agreement dated as of June 1, 1985, by and among the City, the Corporation and the Trustee (the "Trust Agreement") whereby the Trustee agrees to execute and deliver certain Certificates of Participation (Civic Center Project) in the aggregate amount of $3,100,000 (the "Certificates"), evidencing the proportionate interests of the owners thereof in lease payments made by the City under the Lease Agreement; and WHEREAS, the City Council aDDroves all of said transactions in furtherance of the public purposes of the Cityt NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Danville as follows: Section 1. Findings. The city Council hereby finds and determines that the foregoing recitals are true and correct, and that the sale of the Project to the Corporation pursuant to the Acquisition Agreement and the lease of the Project back from the Corporation pursuant to the Lease Agreement will (a) effectuate the original intention of the City and (b) promote the common benefit of the City of Danville and its residents by providing the method for the long-term financing of the Project. Section 2. Sale of Project. The City Council hereby approves, authorizes and directs the sale of the Project to the Corporation for a purchase price equal to the amount paid by the City to acquire the Project, pursuant to the Acquisition Agreement which the City Council hereby approves in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager. The City Manager and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Acquisition Agreement. Section 3. Lease Aqreement. The City Council hereby approves the lease of the Project from the Corporation pursuant to the Lease 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. The City Manager and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Lease Agreement. Section 4. 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. The City Manager and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Trust Agreement. Section 5. Sale of Certificates. The City Council hereby awards the sale of the Certificates to Imperial Securities Corporation (the "Underwriter") pursuant to that certain Purchase 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. The City Manager and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Purchase Agreement. Section 6. Official Statement. The city Council hereby approves the final form of Official Statement describing the Certificates, 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. Distribution by the Underwriter of the preliminary Official Statement in connection with the marketing of the Certificates, and of the final Official Statement to the purchasers of the Certificates, is hereby ratified, approved and confirmed. Section 7. Official Actions. The City Manager, the Administrative Services Officer, the Mayor, the City Clerk and any and all other officers of the City are each 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 agreements and documents approved pursuant to this Resolution. Section 8. Employment of Special Legal Counsel. The City hereby approves the employment of Jones, Hall, Hill & White, A Professional Law Corporation, as special legal counsel in connection with the issuance of the Certificates and the accomplishment of the transactions contemplated hereby. The City Manager is hereby authorized and directed to execute the agreement between the City and said firm on file with the City Clerk. Section 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 5th day of June, 1985, by the following vote: AYES: NOES: ABSENT: ATTEST: Lane, May, McNeely, Offenhartz, and Schlendorf CLERK