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R-95-02-09-10D - 2/9/1995THE STATE OF TEXAS CITY OF ROUND ROCK We, the undersigned officers of the City of Round Rock, Texas (the "City"), hereby certify as follows: 1. The City Council of the City (the "Council ") convened in REGULAR MEETING ON THE 9TH DAY OF FEBRUARY, 1995, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the City, to wit: Charles Culpepper, Mayor Robert Stinks, Mayor Pro-Tem Rod Morgan, Councilmember Rick Stewart, Councilmember Earl Palmer, Councilmember and all of the persons were present, except the following absentees: , thus constituting a quorum. Whereupon, among other business, the attached Resolution was duly introduced for the consideration of the Council. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, the motion carrying with it the adoption of the Resolution, prevailed and carried by the following vote: AYES: NOES: 2. A true, full and correct copy of the aforesaid Resolution passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution has been duly recorded in the Council's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Council's minutes of the Meeting pertaining to the passage of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that the Resolution would be introduced and considered for passage at the Meeting, and each of the officers and members consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was open to the public and public notice of the time, place and purpose of the Meeting was given, all as required by Chapter 551, Government Code, as amended. MOM IIMHIL Orr 2AIR1 7 0 CERTIFICATE FOR RESOLUTION Jimmy Joseph, Councilmember Martha A. Chavez, Councilmember Robert Bennett, City Manager Joanne Land, Asst. City Manager /City Secretary David Kautz, Director of Finance SIGNED AND SEALED this (SEAL) .44)/J 9, /995 C' Secretary RESOLUTION REGARDING INVITATION TO TENDER AND SOLICITATION FOR CONSENT RELATING TO $6,740,000 CITY OF ROUND ROCK, TEXAS GOLF COURSE TRUST CERTIFICATES, SERIES 1989 WHEREAS, the City of Round Rock, Texas (the "City") has previously entered into a Lease Agreement with Round Rock Golf, Inc. (the "Lease Agreement ") related to the acquisition, construction and financing of a public golf course (now known as Forest Creek Golf Course); and WHEREAS, First City, Texas - Austin, N.A., (now Frost National Bank, as successor trustee) issued $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates ") to evidence proportional interest in certain lease payments to be made by the City as rent for the golf course pursuant to the Lease Agreement; and WHEREAS, the City is considering restructuring the lease payments due under the Lease Agreement and in connection therewith on December 23, 1994, released an Invitation to Tender and Solicitation for Consent (the "Invitation ") relating to the Certificates; and WHEREAS, the Council has determined it to be in the best interest of the City to restructure the payments due under the Lease Agreement and therefore the debt service payments related to the Certificates by accepting the Invitation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. Acceptance of Tender. The City hereby agrees to purchase the Certificates tendered, subject to the terms and conditions set forth in the Invitation, including the ability of the City to issue debt, under terms acceptable to the City, necessary to effectuate the tender and make provision for the payment of any untendered Certificates. Section 2. Ratification of Dealer Manager. The City hereby ratifies the appointment of First Southwest Company to serve as Dealer Manager in connection with the Invitation and the execution of the Dealer Manager Agreement. Section 3. Issuance of Obligations. The Mayor or City Manager and City Secretary of the City, the Director of Finance of the City and all other officers, employees and agents of the City, including First Southwest Company and the City's attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed to take any action necessary to proceed with the issuance of obligations to effectuate the tender and make provision for payment of any untendered Certificates. Section 4. Waiver of Irregularities and Rights Conflicting with the Invitation. The City hereby waives any and all irregularities contained within the Letters of Transmittal and Consent Forms which have been accepted by the City. Further, the City hereby waives any right of the City which conflicts with the Invitation or the City's acceptance of the tender. Section 5. Further Procedures. The Mayor or City Manager and City Secretary of the City, the Director of Finance of the City and all other officers, employees and agents of the City, including First Southwest Company and the City's attorneys, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution. DATE: February 7, 1995 SUBJECT: City Council Meeting - February 9, 1995 ITEM: 10.D. Consider a resolution regarding Invitation to Tender and Solicitation for Consent relating to City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 and take any necessary action in connection with such Invitation to Tender and Solicitation for Consent. STAFF RESOURCE PERSON: Bob Bennett, David Kautz NARRATIVE AND STAFF RECOMMENDATIONS: A presentation will be made at the meeting.