HomeMy WebLinkAboutCity Council Resolution 97-35 RESOLUTION NO. 97-35
RESOLUTION OF THE CrTY COUNCIL OF THE CITY OF SARATOGA
RELATING TOTHE FREPAYMENT OF THE PRINCIPAL
COMPONENT O1~ LEASE PAYMENTS DUE UNDER A LEASE
AGREEMENT WITH ABAG FINANCE CORPORATION AND
APPROVING ELATED DOCLrMENTS AND ACTIONS
WHEREAS, the City of Saratoga (the "City') has previous]y entered into a Lease
Agreement dated as of October 1, 1992 (the "Lease Agreement") with the ABAG Finance
Corporation (the "Corporation"), under which the City has leased certain real property and
improvements from the Corporation and as consideration therefore has agreed to pay
semiannual lease payments (the "Lease Payments") to the Corporation, which Lease Payments
' are payable from any source of available funds of the City; and
WHEREAS, ursuant to an Assignment Agreement dated as of October 1, 1992, the
Corporation assign~cYand transferred certain of its rights under the Lease Agreement, including
its right to receive Lease Payments, to First Trust National Association, successor to Seattle-First
National Bank (the "Trustee"); and
WHEREAS, pursuant to the terms of a Trust Agreement dated as of October 1, 1992 (the
"Trust Agreement"), by and among the Trustee, the Co oration, the City and the City of South
Gate, the Trustee executed and delivered certificates ~P'participation (the "Certificates") in the
aggregate principal mount of $6,860,000, the payments of principal and interest of which are
derived in part by the Lease Payments to be made by the City; and
WHEREAS, pursuant to the terms of the Lease Agreement, the City may provide for the
payment and prepayment of Lease Payments, and therefore provide for the corresponding
Eayment and prepayment of outstanding Certificates which represent interests in the City's
ease Payments pursuant to the Trust Agreement, by depositing cash or certain securities with
the Trustee or an escrow holder under an escrow deposit and trust agreement in an amount
suffident to pay prindpal, interest and premium (if any) on the Lease Payments; and
WHEREAS, the City wishes at this time to provide for the payment and prepayment of
the unpaid principal component af the Lease Payments due under the Lease Agreement; and
WHEREAS, the City Council wishes at this time to authorize and approve all
roceedings for the ayment and prepayment of the unpaid prindpal component of the Lease
~ayments due un~Pdr the Lease Agreement, and all related documents and actions, in
furtherance of such purpose;
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of
Saratoga as follows:
S~ction 1. Approval of Escrow Deposit and Trust Agreement The City Council
hereby approves an Escrow Deposit and Trust Agreement by and between the City and an
escrow bank to be determined by the Finance Director, in substantially the form on file with the
City Clerk, together with any changes therein or additions thereto a proved by the Mayor, the
City Manager or the Finance Director (each, an "Authorized Officer"~, and the execution thereof
by an Authorized Officer shall be conclusive evidence of such approval. An Authorized Officer
is hereby authorized and directed for and in the name and on behalf of the City to execute, and
the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the
f
final orm of the Escrow Deposit and Trust Agreement.
Section 2. Official Actions. Each Authorized Officer, and all other officers of the City,
are authorized and directed in the name and on behaft of the City to make any and all
assignments, certificates, requisiti~s, agreements, notices, consents, instruments of conveyance,
warrants and other documents, including a termination agreement and appointment of an
escrow verification agent and escrow bank, which they or any of them might deem necessary or
appropriate in order to consummate any of the transactions contemplated herein and approved
pursuant to this Resolution. Whenever in this resolution any officer of the City is directed to
execute or countersign any document or take any action, such execution, countersigning or
action may be taken on behalf of such officer by any person designated by such officer to act on
his or her behalf in the c~se such officer shall be absent or unavailable.
Section 3. Appointment of Financial Advisor and Special Counsel. The firm of
Jones Hall, A Professional Law Corporation, is hereby engaged as special counsel to the City
pursuant to the terms of a letter dated May 9, 1997 and addressed to the Administrative Services
Director for the pu ose of accomplishing the pr ayment of the Lease Payments and the
Certificates, and t le'~ of Kelling, Northcross & ~obriga, inc. is hereby engaged as financial
h
advisor.
Section 4. Effective Date. This Resolution shah take effect from and after the date of its
passage and adoption.
~.~#~.~
PASSED and ADOPTED this 3rd day of September, 1997, by the following vote:
A~S: Councilmembers Bogosian, aacobs, Shaw and Mayor Moran
NOES: None
ABSEI~r~: Counci 1 member Wolfe
ABS?A]N:None
Mayor of the
r of Saratoga
ATTEST:
City Clerk
City