Loading...
HomeMy WebLinkAbout1991-04-09 - RESOLUTIONS - OPTION TO PURCHASE AGMT 1991-1 (2)RESOLUTION NO. 91-52 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF THE MASTER LEASE AND OPTION TO PURCHASE AGREEMENT NO. 1991-1 AND RELATED DOCUMENTS AND AUTHORIZING OFFICIAL ACTION. WHEREAS, the City of Santa Clarita, Los Angeles County, California (the "City"), proposes to finance the acquisition of buses to be used for public transportation (the "Project") by entering into a master lease and option to purchase agreement or other financing agreement; and WHEREAS, the City has determined that it is in the best interests and for the common benefit of the residents and landowners of the City that the Project be acquired and financed with tax-exempt financing as follows: �^ (a) The acquisition of the Project shall be directed and supervised by the City on behalf of the Chelsea Leasing Corporation, a California corporation (the "Corporation"), of Beverly Hills, California, pursuant to an Agency Agreement (the "Agency Agreement"), dated as of May 1, 1991, by and between the City and the Corporation; and (b) The City shall acquire the Project from the Corporation pursuant to the Master Lease and Option to Purchase Agreement No. 1991-1 dated as of May 1, 1991 (the "Lease"), by and between the City and the Corporation, which Lease provides for the payment of rental payments, representing principal and tax- exempt interest components and having principal components in the aggregate sum of not to exceed $ .25 million and said rental payments shall be made by the City from the funds in the City's Proposition A Fund, and, to the extent that such funds are insufficient, from the funds in the City's Transportation Development Act Fund and Proposition C Fund; and (c) The Corporation shall assign its interest in the Lease to M. L. Stern & Company Inc. (the "Underwriter") pursuant to an Assignment of Master Lease and Option to Purchase Agreement No. 1991-1 dated as of May 1, 1991 (the "Assignment"), by and between the Corporation and the Underwriter. WHEREAS, there has been prepared and presented to the City Council of the City an official statement (the "Official Statement"), containing information material to the public offering and sale of undivided interests in the Lease and the rental payments to be made pursuant thereto and the City, with the aid of its staff, has reviewed the Official Statement and has made such corrections and additions as it deems proper. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Clarita, California, as follows: SECTION 1. The above recitals are all true and correct. SECTION 2. The City hereby approves the following agreements (collectively, the "Project Agreements"): (a) The Agency Agreement; and (b) The Lease in substantially the forms presented to the City at this meeting together with any additions thereto or changes therein as may be deemed necessary or advisable and not adverse to the City, as shall be approved by the Director of Finance of the City and Special Counsel, such approval to be conclusively evidenced by the execution thereof by the Director of Finance or the appropriate official or officer as herein authorized. SECTION 3. The City hereby acknowledges and consents to the assignment of the Lease to the Underwriter pursuant to the Assignment in substantially the form presented to the City at this meeting with such additions thereto or changes therein as may be deemed necessary or advisable and not adverse to the City as shall be approved by the Director of Finance of the City and Special Counsel. -2- SECTION 4. The City hereby approves the Official Statement in substantially the form on file with the City and undertakes to make modifications to the Official Statement to accurately disclose the financial condition of the City, the nature and extent of the Project, the terms and conditions for the sale of said undivided interests in the Lease and the rental payments and any other information material thereto. SECTION 5. The City hereby authorizes and directs the Underwriter to distribute the Official Statement to potential purchasers of said undivided interests in the rental payments. SECTION 6. The City hereby further authorizes and directs: (a) The Director of Finance and the appropriate officials and officers of the City to execute, attest and affix the seal of the City to and deliver the Project Agreements, the Official Statement and all closing documents in connection therewith, as appropriate, for and in the name of and on behalf of the City; (b) The appropriate officers of the City for and in the name of and on behalf of the City, to execute and deliver any and all things and to take any and all actions which may be necessary or advisable in their discretion to fulfill the actions and consummate the transactions heretofore approved by the City; and (c) The appropriate officers of the City to make such additional filings, amendments, consents, under- takings or agreements as may be required to effect and maintain the qualifications and exemptions existing or to be obtained under the laws of the State of California and the laws of the United States of America. SECTION 7. The City hereby ratifies and confirms all actions heretofore taken in connection with the authorization, execution and delivery of the Project Agreements and other documents related thereto. -3- PASSED AND ADOPTED by the City Council of the City of Santa Clarita, California, at a regular meeting held on the 9th day of April, 1991. CITY OF SANTA CLARITA, CALIFORNIA By: L% 44'(l i± ` MAYO I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita, California, at a regular meeting thereof, held on the 9th day of April, 1991, by the following vote of the Council: AYES: COUNCIL MEMBERS Darcy, Heidt, Klajic, Boyer NOES: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS McKeon CITY CtERK -4-