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HomeMy WebLinkAbout2001-11-13 - RESOLUTIONS - TRUST AGMT LEASE AGMT PARKLAND (6)RESOLUTION NO. 01-138 A RESOLUTION OF THE CITY OF THE CITY OF SANTA CLARITA APPROVING A TRUST AGREEMENT, A SITE LEASE, AND A LEASE AGREEMENT, AND AUTHORIZING THE TAKING OF CERTAIN ACTIONS IN CONNECTION WITH THE EXECUTION AND DELIVERY OF $3,200,000 CERTIFICATES OF PARTICIPATION (PARKLAND ACQUISITION) SERIES 2001 WHEREAS, the City Council (the "Council") of the City of Santa Clarita (the "City") is authorized pursuant to the Government Code of the State of California to provide for the execution and delivery of certificates of participation, each of which will evidence proportionate interests of the owners thereof in certain lease payments to be made by the City; and WHEREAS, the Santa Clarita Public Financing Authority (the "Authority" ) is a Joint Powers Authority (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code); and WHEREAS, the City, working together with Authority, is proposing to finance a portion of the acquisition cost of certain real property (the "Property") to be developed as parkland for the City (the "Project"); and G WHEREAS, in connection therewith, the City wishes to proceed with financing of the Project as further described in the form of Lease Agreement described below, to be acquired with the proceeds of the Certificates described below; and WHEREAS, said financing will be accomplished by the execution, sale and delivery of City certificates of participation (the "Certificates") which will be executed and delivered to 'Zion First National Bank (the "Purchaser") pursuant to a commitment letter dated October 5, 2001, as amended (the "Commitment Letter"); and WHEREAS, the City will lease to the Authority its interest in the Property pursuant to a Site Lease and the Authority, concurrently with the execution of the Site Lease, will leaseback the Property to the City pursuant to a Lease Agreement (the "Lease"), in consideration for base rental payments equal to the principal and interest components coming due with respect to the Certificates; and WHEREAS, the documents below specified have been filed with the City and the members of the Council, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARITA AS FOLLOWS: SECTION 1. The City hereby approves the purchase of the Property for a purchase price of $5,500,000 pursuant to the provision of certain escrow instruction dated October 24, 2001. SECTION 2. The Certificates of Participation (Parkland Acquisition) Series 2001 — (the "Certificates") in the aggregate principal amount of $3,200,000 are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined. SECTION 3. The below enumerated documents (collectively, the "Transaction Documents") are hereby approved, and a Responsible Officer (as defined below) is hereby authorized and directed to execute the Transaction Documents in substantially the forms hereto presented, with such revisions, amendments and completions as shall be approved by such Responsible Officer with the advice of Special Counsel to the City, such approval to be conclusively evidenced by the execution and delivery by such Responsible Officer. A Responsible Officer shall include any member of the City Council, the City Manager, the Director of Administrative Services or any officer of the City designated by the Mayor or the City Manager as a Responsible Officer and the City Clerk is hereby authorized and directed to attest to such official's signature. (a) a Site Lease, by and between the City, as lessor, and the Authority, as lessee, pursuant to which the City will lease the Property to the Authority; (b) a Lease Agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement"), pursuant to which the Authority will leaseback the Property to the City; and (c) a Trust Agreement, by and among the Authority, the City and BNY Western Trust Company, as trustee (the "Trustee"), relating to the execution and delivery of the Certificates, evidencing the direct, undivided, fractional interests of the owners thereof in lease payments to be made by the City under. the Lease Agreement (the "Trust Agreement"). SECTION 4. The City hereby approves and ratifies the sale of the Certificates to the Purchaser pursuant to the terms of the Trust Agreement and the Commitment Letter. SECTION 5. The City hereby designates the Certificates as "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended. SECTION 6. The City hereby appoints Fulbright & Jaworski L.L.P., Los Angeles, California, as special counsel ("Special Counsel") in connection with the execution and delivery of the Certificates and a Responsible Officer is hereby authorized and directed to execute a professional services contract with Special Counsel. SECTION 7. Any Responsible Officer of the City, and each of them, is hereby authorized and directed to execute and deliver the Transaction Documents and any and all other documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. — SECTION 8. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 13" day of November 2001. s ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES . ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita, at a regular meeting thereof, held on the 13' day of November 2001 by the following vote of the Council: AYES: COUNCILMEMBERS: Kellar, Ferry, Smyth, Darcy, Weste NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None a cil%perkLffiI-m.dm