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R-95-03-09-10D - 3/9/1995f THE STATE OF TEXAS ROUND ROCK GOLF, INC. § AYES: NOES: MOSS rcaov-er »m CERTIFICATE FOR RESOLUTION We, the undersigned officers of the Board of Directors of Round Rock Golf, Inc. (the "Corporation "), hereby certify as follows: 1. The Board of Directors of the Corporation (the "Board ") convened in SPECIAL MEETING ON THE 9TH DAY OF MARCH, 1995, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the Corporation, to wit: Charles Culpepper, President/Treasurer Jimmy Joseph, Director Rick Stewart, Vice President/Secretary Robert Stluka, Director Martha A. Chavez, Director Rod Morgan, Director Robert Bennett, Director Earl Palmer, Director c pppp mR2 R S A • CgA ie " 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 Board. 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: 5 O 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 Board's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Board'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 Board as indicated therein; that each of the officers and members of the Board 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. RESOLUTION AUTHORIZING EXECUTION OF VARIOUS DEEDS AND DOCUMENTS RELATED TO FOREST CREEK GOLF COURSE AND OTHER MATTERS RELATED THERETO WHEREAS, Round Rock Golf, Inc., (the "Corporation ") has previously executed a "Golf Course Construction and I'a'e/Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City of Round Rock, Texas (the "City"), as lessee and the Corporation, as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas- Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the Corporation deems it necessary and advisable to effectuate the purchase of the golf course and the payment of the holders of the Certificates. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.: Section 1. Recitals and Approval of Execution of Documents. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Corporation hereby authorizes the President or Vice President to execute any deeds, documents, bids, certificates and all other instruments necessary in connection with the golf course financing, and the Secretary or Assistant Secretary are hereby authorized to attest such deeds, documents, bids, certificates and instruments. Section 2. Amendment of Lease. To effectuate the purchase of the golf course, the Corporation hereby approves the amendment of the Lease to transfer title to the golf course project. The President or Vice President are each hereby authorized to execute the necessary amendments to the Leas/ and the Secretary or Assistant Secretary are hereby authorized to attest such amendment. Section 3. Further Procedures. The President, Vice President, Secretary, and all other officers, employees and agents of the Corporation, including the Corporation'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 Corporation all instruments, whether or not herein mentioned, as may be necessary or desirable RROCKIGOF: FCGO{F.RES 3/V93 in order to carry out the terms and provisions of this Resolution, Agreement and First Supplemental Lease Agreement, the amendment of such agreements and other matters in connection therewith. Section 4. Full Force and Effect. Except as expressly amended and modified, all terms and provisions of the Lease shall remain in full force and effect and the Corporation hereby ratifies, confirms and adopts the I eAse as amended. RROCKfl OIF: RCOLF.11.13539N5 SIGNED AND SEALED this /9/ecH /995 . President, Directors THE 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 MARCH, 1995, at the City Hall (the "Meeting "), and the roll was called of the duly constituted officers and members of the City, to wit: Jimmy Joseph, Councilmember Martha A. Chavez, Councilmember Robert Bennett, City Manager Joanne Land, Asst. City Manager /City Secretary David Kautz, Director of Finance /hRkTNA A. CE NAVEZ 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: Charles Culpepper, Mayor Robert Stluka, Mayor Pro -Tem Rod Morgan, Councilmember Rick Stewart, Councilmember Earl Palmer, Councilmember 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. PROCK: NO„c.CRT- CERTIFICATE FOR RESOLUTION CO D § ROUND ROCK: NOTICR.GOL 3R/97 R -95- 03-09 - JO D RESOLUTION DIRECTING PUBLICATION OF NOTICE REGARDING FOREST CREEK GOLF COURSE AND OTHER MATTERS RELATED THERETO WHEREAS, the City of Round Rock, Texas (the "City ") has previously executed a "Golf Course Construction and Lease /Purchase Agreement" dated as of December 1, 1989 (the "Lease ") between the City, as lessee and Round Rock Golf, Inc., as lessor in connection with the acquisition, construction and financing of a public golf course; and WHEREAS, in furtherance of the acquisition, construction and financing of the golf course, a Trust Agreement dated as of December 1, 1989 by and among the City of Round Rock, Texas, First City, Texas - Austin N.A., as Trustee and Round Rock Golf, Inc. (the "Trust Agreement ") was executed in connection with the issuance of $6,740,000 City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 (the "Certificates "); and WHEREAS, the City deems it necessary and advisable to effectuate the purchase of the golf course and the payment of the holders of the Certificates; and WHEREAS, in furtherance of such purposes it is necessary for the City to transfer title to the golf course and to comply with the publication provisions of Section 272.001, Local Government Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. Recitals and Approval of Publication. The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The City hereby authorizes the City Manager, City Secretary or City Attorney to publish notice related to the golf course in compliance with Section 272.001 of the Local Government Code in order to effectuate the transfer and ultimate purchase of the golf course and the payment of the Certificateholders. Section 2. Amendment of Lease. To effectuate the purchase of the golf course, the City hereby approves the amendment of the Lease to transfer title to the golf course project. The Mayor or City Manager are hereby authorized to execute the necessary amendments to the Lease and the City Secretary is hereby authorized to attest such amendment. Section 3. Further Procedures. The Mayor, City Manager, City Secretary, the Director of Finance and all other officers, employees and agents of the City, including 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, the amendment of the Lease and other matters in connection therewith. ROUND ROCK NOTICR.COL 3f,93 SIGNED AND SEALED this (/ ei- 9 /99-6 • (SEAL) DATE: March 7, 1995 SUBJECT: City Council Meeting, March 9, 1995 ITEM: 10. D. Consider a resolution with respect to "Resolution Directing Publication of Notice Regarding Forest Creek Golf course and Other Matters Related Thereto." STAFF RESOURCE PERSON: Bob Bennett, David Kautz STAFF RECOMMENDATION: The purpose of this resolution is to effectuate the purchase of the golf course and the payment of the holders of the outstanding trust certificates (the refinancing transaction). In furtherance of these purposes, it is also necessary within this resolution to approve transfer of title to the golf course and to comply with the publication provisions of Section 272.001, Local Government Code.