HomeMy WebLinkAbout2003-09-23 - RESOLUTIONS - REFINANCE PRICE CLUB NOTE (2)RESOLUTION NO. 03-126
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA CLARITA, CALIFORNIA, APPROVING A SITE LEASE
AND A LEASE AGREEMENT, AND AUTHORIZING THE TAKING OF
CERTAIN ACTIONS IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF NOT TO EXCEED $2,600,000 FIXED RATE LEASE
WHEREAS, the City Council (the "Council') of the City of Santa Clarita (the "City")
proposes to refinance that certain Promissory Note dated February 26, 1991 (the "Note")
relating to the Annexation and Public Improvement Agreement by and among the City, CP
Shopping Center Partners, Canyon Park Princessa Partners, and the Price Club Relative to the
Annexation and Development of Certain Commercial Properties, by prepaying and
extinguishing the Note from proceeds of a lease -leaseback transaction involving certain
property of the City (the "Project"); and
WHEREAS, the City has determined to finance the Project by entering into a fixed rate
lease agreement (the "Lease Agreement') with the Santa Clarita Public Financing Authority, a
joint powers authority duly organized and existing under and by virtue of the laws of the State
of California, (the "Authority") with an assignment of lease payments thereunder to Zions
First National Bank (the "Assignee") pursuant to a commitment letter dated August 11, 2003
(the "Commitment Letter"); and
WHEREAS, the City will lease to the Authority its interest in certain property,
consisting of a bus transfer facility (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 the Lease Agreement, in consideration for lease payments; and
WHEREAS, it is in the public interest and for the public benefit that the City authorize
and direct execution of the Site Lease and the Lease Agreement and certain other financing
documents in connection therewith; 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, the City Council of the City of Santa Clarita does hereby
resolve as follows:
SECTION 1. The City hereby approves the prepayment and extinguishment of the of
the Note through use of a lease -leaseback financing transaction.
SECTION 2. 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
Resolution No. 03-126
Page 2
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; and
(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, so long as the term of the Lease Agreement does not
exceed [seven] years, the total principal component of the Lease Agreement
does not exceed $2,600,000.00 and the interest rate payable with respect to the
interest component of the Lease Agreement does not exceed 3.64%.
SECTION 3. The City hereby designates the Lease Agreement as "qualified tax-
exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of
1986, as amended.
SECTION 4. 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 Lease Agreement and a Responsible Officer is hereby authorized and directed
to execute a professional services contract with Special Counsel.
SECTION 5. Any Responsible Officer of the City, and each of them, is hereby
authorized and directed to execute and deliver 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 6. This Resolution shall take effect from and after the date of its passage
and adoption.
PASSED, APPROVED AND ADOPTED this 23rd day of September, 2003.
MAYOR _
ATTEST:
CITY CLERK
Resolution No. 03-126
Page 3
._ STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARTTA )
I, Sharon L. Dawson, CMC, 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 23rd day of September, 2003, by the
following vote:
AYES:
COUNCILMEMBERS:
Kellar, Weste, Ferry, McLean, Smyth
NOES:
COUNCILMEMBERS:
None
ABSENT:
COUNCILMEMBERS:
None
CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
CITY COUNCIL RESOLUTION
I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true
and correct copy of the original Resolution No. 03-126, adopted by the City Council of the City
of Santa Clarita, California on September 23, 2003, which is now on file in my office.
Witness my hand and seal of the City of Santa Clarita, California, this _ day of
20_.
Sharon L. Dawson, CMC
City Clerk
By
Susan Coffman
Deputy City Clerk