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HomeMy WebLinkAbout044-92RESOLUTION NO. 44-92 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF DANVILLE APPROVING PROCEEDINGS TO REFINANCE 1986 CERTIFICATES OF PARTICIPATION, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT AND TRUST AGREEMENT, AUTHORIZING DELIVERY AND SALE OF NOT TO EXCEED $8,500,000 PRINCIPAL AMOUNT OF 1992 REFUNDING CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS, the Town of Danville Civic Improvement Corporation (the "Corporation") has previously acquired certain real property (the "Project"), which has been leased by the Corporation to the Town of Danville (the "Town") pursuant to a Lease Agreement dated as of August 1, 1986 (the "1986 Lease"); and WHEREAS, the Corporation and the Town have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Corporation and the Town to refinance the 1986 Lease, and thereby refinance the $8,280,000 aggregate principal amount of Certificates of Participation (1986 Land Acquisition Project) which were delivered evidencing interests in lease payments to be made by the Town under the 1986 Lease (the "1986 Certificates"), and to that end the Corporation and the Town wish to amend and restate the 1986 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of May 1, 1992, by and between the Corporation as lessor and the Town as lessee (the "Lease Agreement"); and WHEREAS, in order to provide funds for such refinancing, the Corporation proposes to assign and transfer to Security Pacific National Bank, as trustee (the 'Trustee"), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of May 1, 1992, and in consideration of such assignment and the execution of the Trust Agreement dated as of May 1, 1992, by and among the Town, the Corporation and the Trustee (the "Trust Agreement"), the Trustee has agreed to execute and deliver 1992 Refunding Certificates of Participation in the maximum principal amount of $8,500,000, each evidencing a direct, undivided fractional interest in the Lease Payments to be paid by the Town under the Lease Agreement (the "Certificates"); and WHEREAS, Stone & Youngberg (the "Underwriter") has informed the Town and the Corporation that it intends to submit an offer to purchase the Certificates, and the Underwriter has presented to the Town a form of agreement for the purchase of the Certificates (the "Purchase Agreement"); and WHEREAS, the Town Council wishes at this time to authorize all proceedings relating to the refinancing of the 1986 Lease and the 1986 Certificates, and the execution and delivery of all agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Danville as follows: SECTION 1. Approval of First Amended and Restated Lease Agreement. The Town Council hereby approves the amendment and restatement of the 1986 Lease in full pursuant to the Lease Agreement in substantially the form on file with the Town Clerk together with any changes therein or additions thereto deemed advisable by the Town Manager, whose execution thereof shall be conclusive evidence of his approval of any such changes or additions. The Town Council hereby authorizes and directs the Town Manager to execute, and the Town Clerk to attest and affix the seal of the Town to, said form of the Lease Agreement for and in the name of the Town. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. SECTION 2. Approval of Trust Agreement. The Town Council hereby approves the Trust Agreement in substantially the form on file with the Town Clerk together with any changes therein or additions thereto deemed advisable by the Town Manager, whose execution thereof shall be conclusive evidence of his approval of any such changes or additions. The Town Council hereby authorizes and directs the Town Manager to execute, and the Town Clerk to attest and affix the seal of the Town to, said form of the Trust Agreement for and in the name of the Town. SECTION 3. Sale of Certificates. The Town Council hereby approves the sale of the Certificates by negotiation with the Underwriter, pursuant to the Purchase Agreement by and between the Town and the Underwriter in substantially the form on file with the Town Clerk together with any changes therein or additions thereto approved by the Town Manager, whose execution thereof shall be conclusive evidence of his approval of any such changes or additions. The Purchase Agreement shall be executed in the name and on behalf of the Town by the Town Manager, who is hereby authorized and directed to execute and deliver said form of Purchase Agreement on behalf of the Town upon submission of a proposal by the Underwriter to acquire the Certificates; provided, however, that such proposal is acceptable to the Town Manager and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two percent (2%) of the par amount thereof and the weighted average rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed seven and one-half percent (7-1/2%) per annum. SECTION 4. Official Statement. William Euphrat Municipal Finance, Inc., as financial advisor to the Town, has caused to be prepared and has presented to the Town Council a preliminary form of Official Statement describing the Certificates. The Town Council hereby approves such preliminary Official Statement, and hereby authorizes the Town Manager to deem such preliminm~j Official Statement final within the meaning of Rule 15c2~12 of the Securities Exchange Act of 1934 except for permitted omissions. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Town Manager is hereby authorized and directed to approve any changes therein or additions thereto deemed advisable by the Town Manager, and to execute the final form of the Official Statement in the name and on behalf of the Town. The Town Council hereby authorizes the distribution of the final Official Statement by the Underwriter. SECTION 5. Engagement of Special Counsel. In connection with the delivery of the Certificates and the documents relating thereto, the Town Council hereby authorizes the engagement of Jones Hall Hill & White, A Professional Law Corporation, to act as special legal counsel to the Town upon the terms and conditions set forth in the proposed form of agreement between the Town and such firm in the form on file with the Town Clerk. The Town Manager is hereby authorized and directed to execute said agreement on behalf of the Town. SECTION 6. Official Actions. The Mayor, the Town Manager, the Administrative Services Director, the Town Clerk and any and all other officers of the Town are hereby authorized and directed, for and in the name and on behalf of the Town, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, including but not limited to an agreement relating to the refunding of the Town's obligations under the 1986 Lease and the refunding of the 1986 Certificates, which they, or any of them, may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. -2- SECTION 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. APPROVED by the Town Council of the Town of Danville at a Regular Meeting held on Tuesday, April 7, 1992, by the following vote: AYES: LANE, NOES: NONE ABSTAINED: NONE ABSENT: NONE SHIMANSKY, DOYLE, GREENBERG, RITCHEY APPROVED AS TO FORM: ~ity Attorney ATTEST: Clerk -3-