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HomeMy WebLinkAboutResolution No. 14-7494 - Approving the form and Authorizing the Execution of Certain Lease Financing Documents in Connection with the Refunding of the City's Outstanding 2002 Certificates of Participation (Downey Golf Course Financing), and Authorizing anRESOLUTION NO. 14-7494 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE REFUNDING OF THE CITY’S OUTSTANDING 2002 CERTIFICATES OF PARTICIPATION (DOWNEY GOLF COURSE FINANCING), AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council (the “Council”) of the City of Downey (the “City”), as follows: WHEREAS, the City working with the City of Downey Public Facilities Financing Corporation (the “Corporation”), has heretofore caused the execution and delivery of the 2002 Certificates of Participation (Downey Golf Course Financing) (the “2002 Certificates”), representing undivided fractional interests of the owners thereof in lease payments to be made by the City as the rental for certain property pursuant to a lease agreement (the “2002 Lease Agreement”) with the Corporation, delivered to finance and refinance the acquisition, construction, installation and equipping of the City’s Rio Hondo Golf Course and Event Center; and WHEREAS, the 2002 Certificates are currently outstanding in the principal amount of $6,775,000; and, WHEREAS, the City, with the assistance of the Corporation, has determined at this time, due to prevailing interest rates in the municipal bond market and for other reasons, to refinance the 2002 Certificates and to implement a lease financing for such purposes; and, WHEREAS, it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement (hereinafter defined) and certain other 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 DOWNEY DOES HEREBY DECLARE AND ORDER AS FOLLOWS: SECTION I. The Council hereby approves the refinancing of the 2002 Lease Agreement and the refunding of the 2002 Certificates SECTION 2. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager, the Director of Finance, or any designee thereof, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, the execution thereof to be conclusive evidence of such approval, and the City Clerk is hereby authorized and directed to attest to such official’s signature: (a) a letter agreement for purchase among TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation (“TCB Investments”), the City and the Corporation, whereby TPB Investments agrees to acquire the rights of the Corporation to the lease payments to be made by the City under the Lease Agreement and the rights of the Corporation under the Site and Facility Lease; (b) a site and facility lease, by and between the City, as lessor, and the Corporation, as lessee (the “Site and Facility Lease”), pursuant to which the City will lease certain existing real property and the improvements thereon (the “Property”) to the Corporation; (c) a lease agreement, by and between the Corporation, as lessor, and the City, as lessee (the “Lease Agreement”), pursuant to which the Corporation will lease the Property back to the City, so long as the City realizes net present value savings of at least 5% as compared to the !ease payments payable under the 2002 Lease Agreement; (d) an escrow deposit and trust agreement, by and among the Corporation, the City and U.S. Bank National Association, as trustee for the 2002 Certificates and as escrow bank (the “2002 Trustee”), providing for the defeasance of the 2002 Certificates; (e) a termination agreement, by and among the City, the Corporation and the 2002 Trustee, whereby the City, the Corporation and the 2002 Trustee agree to terminate the documents relating to the 2002 Certificates; and, (f) a placement agent letter, by and between Piper Jaffray & Co. (“Piper”) and the City, with respect to Piper’s role as placement agent for the financing. SECTION 3. The Mayor, the City Manager, the Finance Director, the City Clerk, and all other appropriate officials of the City, are hereby authorized and directed to execute such other agreements, documents and certificates and to take such other actions as may be necessary to effect the purposes of this resolution and the financing herein authorized. SECTION 4. This Resolution shall take effect upon its adoption by this Council. APPROVED AND ADOPTED this 10th day of June, 2014. IS H. MARQLBZGp©o bme ATTEST: / J,mAn. JIMmm City Clerk I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a regular meeting held on the 10th day of June, 2014 by the following vote, to wit: AYES: Council Members: Guerra, Saab, Mayor Pro Tem Marquez NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: Brossmer, Mayor Vasqu FDkTAJ Z. CM City Clerk