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HomeMy WebLinkAbout074-8614015-1 JHHW:CFA:clfd July 31, 1986 F6545 RESOLUTION NO. 74-R6 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DANVILLE APPROVING LAND ACQUISITION FINANCING WITH CITY OF DANVILLE CIVIC IMPROVEMENT CORPORATION, APPROVING AND AUTHORIZING EXECUTION OF RELATED LEASE AGREEMENT AND TRUST AGREEMENT, APPROVING OFFICIAL STATEMENT AND SALE OF NOT TO EXCEED $9,000,000 CERTIFICATES OF PARTICIPATION, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the City of Danville (the "City") wishes to finance the acquisition of certain parcels of land situated in the City (collectively, the "Land"), to be used by the City for various public purposes of the City; and WHEREAS, the City of Danville Civic Improvement Corporation (the "Corporation") has been formed for the purpose of assisting the City in the financing of public facilities, and in furtherance of such purpose the Corporation has proposed to assist in financing the acquisition of the Land; and WHEREAS, for the purpose of obtaining the moneys required to finance such acquisition of the Land, the Corporation has proposed to lease the Land to the City pursuant to the Lease Agreement dated as of August 1, 1986, by and between the Corporation as lessor and the City as lessee (the "Lease Agreement"), and to assign and transfer certain of its rights under the Lease Agreement to Security Pacific National Bank, as trustee, (the "Trustee") pursuant to the Assignment Agreement dated as of August 1, 1986, by and between the Corporation and the Trustee, and in consideration of such assignment and the execution of the Trust Agreement dated as of August 1, 1986, by and among the City, the Corporation and the Trustee (the "Trust Agreement"), the Trustee has agreed to execute and deliver Certificates of Participation (1986 Land Acquisition Project) in the principal amount of not to exceed $9,000,000 (the "Certificates of Participation") each evidencing a proportionate interest in the Lease Payments made by the City under the Lease Agreement; and WHEREAS, Wells Fargo Bank, N.A.,'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 Danville as follows: SecUon 1. Lease of Land From CorporaUon; Lease Agreement. The City Council hereby approves and authorizes the lease of the Land from the Corporation pursuant to and in accordance with 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 Mayor 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. The schedule of lease payments set forth in Exhibit A to the Lease Agreement shall conform to the schedule of principal and interest payments represented by the Certificates of Participation, determined pursuant to Section 3 hereof. Section 2. 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 Council hereby authorizes and directs the Mayor 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 3. 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, 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 delegated the authority to execute said Purchase Agreement for and in the name of the City and thereby accept an offer from the Underwriter to purchase the Certificates of Participation, which offer is acceptable to the City Manager; provided, however, that the Certificates of Participation shall be sold for not less than ninety-seven percent (97%) of the par value thered/ and provided further that the rate of interest represented by the Certificates of Participation shall not exceed nine percent (9%) per annum. The City Manager is hereby delegated the authority on behalf of the City 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 4. 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 Council approves and authorizes the distribution by the Underwriter of said preliminary Official Statement to prospective purchasers of the Certificates of Participation. Section 5. Official AcUons. The Mayor, the City Manager, the Administrative Services Officer, the City Clerk 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 other documents approved pursuant to this Re,lsolution. -2- Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 12ttday of August, 1986, by the following vote: AYES: Kennett, Lane, HcNeely, Schlendorf NOES: None ABSENT: Offenhartz (S E A L) Attest: By: / L_ City ~ler~ Mayor ? -3-