Loading...
HomeMy WebLinkAbout046-92RESOLUTION NO. 46-92 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TOWN OF DANVILLE CIVIC IMPROVEMENT FINANCING CORPORATION APPROVING PROCEEDINGS TO REFINANCE 1986 CERTIFICATES OF PARTICIPATION, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT, ASSIGNMENT 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 (the "Assignment Agreement"), 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 Board of Directors of the Corporation 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 Board of Directors of the Town of Danville Civic Improvement Corporation as follows: SECTION 1. Approval of First Amended and Restated Lease Agreement. The Board 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 Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director, whose execution thereof shall be conclusive evidence of his approval of any such changes or additions. The Board hereby authorizes and directs the Executive Director to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Lease Agreement for and in the name of the Corporation. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. SECTION 2. Approval of Other Financing Agreements. The Board hereby approves the Trust Agreement and the Assignment Agreement in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director, whose execution thereof shall be conclusive evidence of his approval of any such changes or additions. The Board hereby authorizes and directs the Executive Director to execute, and the Secretary to attest and affix the seal of the Corporation to, said forms of the Trust Agreement and Assignment Agreement for and in the name of the Corporation. SECTION 3. Sale of Certificates. The Board 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. 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 Board a preliminary form of Official Statement describing the Certificates. The Board hereby approves such preliminary Official Statement. Distribution of such preliminary Official Statement and the final Official Statement by the Underwriter is hereby approved. SECTION 5. Official Actions. The President, the Executive Director, the Secretary 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, 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. SECTION 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -2- APPROVED by the Board of Directors of the Town of Danville Civic Improvement Corporation at a Special Meeting held on Tuesday, April 7, 1992, by the following vote: AYES: LANE, NOES: NONE ABSTAINED: NONE ABSENT: NONE SHIMANSKY, DOYLE, GREENBERG, RITCHEY Presi~f~Tdent~/"fj' ~4"t~ APPROVED AS TO FORM-- C6rporafion Attorney ATFEST: Secretary -3-