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O-89-2435 - 11/21/1989ORDINANCE NO. 2435 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 21ST DAY OF NOVEMBER, 1989, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to -wit: Mike Robinson, Mayor Charles Culpepper, Mayor Pro Tem Joanne Land, Secretary John Hood Ronnie Jean Jimmy Joseph Tish Oatman Pete Correa and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written ORDINANCE RESCINDING A PRIOR ORDINANCE AND APPROVING AND AUTHORIZING THE SALE AND DELIVERY OF GOLF COURSE TRUST CERTIFICATES, THE EXECUTION OF A TRUST AGREEMENT, A GROUND LEASE AGREEMENT, A GOLF COURSE CONSTRUCTION LEASE/PURCHASE AGREEMENT, A MANAGEMENT AGREEMENT, A TRUST CERTIFICATE PURCHASE AGREEMENT, AND OTHER MATTERS RELATED THERETO was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Ordinance be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution prevailed and carried by the following vote: AYES: All members of said City Council shown present above LO voted"Aye," except: NOES: WYt-6.0C 6j I QJk> CCL,ncu tJ ABSTENTIONS: The City Council MEETING 0 - DAY OF and the roll was c- • of members of said City Counc persons were present, exc of said City convened in SPECI , 1989, at the all, the duly const' - • officers and esc '=_• above and all of said e •wing absentees: constituting a quorum. upon, among other business, the ing was cted at said Meeting: a written Ordinance, as descr ab• , was duly introduced for the consideration of said Ci Counci •n a second and final reading and read in ful It was then •. moved and seconded that said Or•' ance be adopted; and, a - due discussion, said motio carrying with it the adoption of s Ordinance prevail-. .nd carried by the following vote: AYES: All members • sal. 'ty Council shown present above v• --d "Aye," exc NOES: STENTIONS: 3. That a true, full, and correct copy of the aforesaid Ordinance adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Ordinance that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252- 17, as amended. 4. That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. 5. That the Ordinance has not been modified, amended or repealed and is in full force and effect on and as of the date hereof. SIGNED AND SEALED THE a/ day of NOV6/Y1F3ER 1989. City Secretary JOANNE LAND (SEAL) MIKE ROBINSON, Mayor City of Round Rock, Texas ORDINANCE NO. (2 1-3,L ORDINANCE RESCINDING A PRIOR ORDINANCE APPROVING AND AUTHORIZING THE SALE AND DELIVERY OF GOLF COURSE TRUST CERTIFICATES, THE EXECUTION OF A TRUST AGREEMENT, A GROUND LEASE AGREEMENT, A GOLF COURSE CONSTRUCTION LEASE/PURCHASE AGREEMENT, A MANAGEMENT AGREEMENT, A TRUST CERTIFICATE PURCHASE AGREEMENT, AND OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF ROUND ROCK § WHEREAS, in the exercise of its lawful authority, the City of Round Rock, Texas (the "City") will become the owner of real property as described on Exhibit A of the attached Ground Lease Agreement (the "Property"); and WHEREAS, upon due consideration, the City Council of the City, in the exercise of its lawful functions, has determined that a public golf course is desirable and appropriate in the full development and use of the Property for the benefit and use of the general public; and WHEREAS, the City is authorized pursuant to Vernon's Ann. Civ. St. article 1269j-4.1 to establish, acquire and operate, or cause to be operated on its behalf, a public golf course; and WHEREAS, the City is authorized pursuant to Vernon's Ann. Civ. St. article 1269j-4.1 to lease and purchase and otherwise acquire property necessary for such purposes; and WHEREAS, on October 31, 1989, the City Council of the City, by ordinance, number (the "Prior Ordinance"), authorized and approved the sale and delivery of golf course trust certificates, the execution of a trust agreement, a ground lease agreement, a golf course construction lease/purchase agreement, an agreement of sublease, a trust certificate purchase agreement, and other matters related thereto; and WHEREAS, the City Council has recently been informed that pursuant to further negotiations regarding the related public golf course transaction (the "Transaction"), the Transaction as previously presented to the City Council has been modified; and WHEREAS, the City Council has deemed it advisable and necessary to rescind the Prior Ordinance and approve the Transaction pursuant to this Ordinance; and WHEREAS, the City desires to enter into a Ground Lease Agreement with a State of Texas non-profit corporation to be created on behalf of the City (the "Corporation"), in which the City will lease the Property to the Corporation for a term set forth therein; and WHEREAS, the Corporation will lease the Property from the City in order to construct and finance the improvements (the "Improvements"), and the equipment (the "Equipment"), described in Exhibit A to the Golf Course Construction and Lease/Purchase Agreement between the City and the Corporation (the "Lease Agreement"), and sublease the Property and lease and sell the Improvements and Equipment (collectively referred to as the "Project") to the City, pursuant to the Lease Agreement; and WHEREAS, the City has determined that it is necessary and desirable to lease and acquire from the Corporation the Project in order to provide a public golf course; and WHEREAS, the City desires to enter into a Management Agreement with CCA Silband/GolfCorp/Round Rock, Inc. (the "Operator"), for the management, operation and maintenance of the Project; and WHEREAS, the City and the Corporation desire to enter into a Trust Agreement with First City, Texas - Austin, Austin, Texas, as trustee (the "Trustee"), where by, among other things, the Corporation will assign grant and transfer its rights, title and interest under the Lease Agreement, including its rights to receive Lease Payments (as defined in the Lease Agreement) from the City to the Trustee; and WHEREAS, in relation to the acquisition, lease and use of the Property, Golf Course Trust Certificates representing a proportionate interest in the Lease Payments to be made by the City under and pursuant to the Lease Agreement have been offered and sold and a trust certificate purchase agreement has been submitted to the City Council for approval and acceptance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1. Approval and Execution of Ground Lease. The Ground Lease Agreement, dated as of November 1, 1989, by and between the Corporation, as Lessee, and the City, as Lessor (the "Ground Lease"), attached hereto as Exhibit A and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Ground Lease in substantially the form and substance attached hereto, together with such revisions or changes as 2 may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council, and such Ground Lease as executed by such officials shall be deemed approved by the City Council and constitute the Ground Lease herein approved. Section 2. Approval and Execution of Golf Course Construction and Lease/Purchase Agreement. The Golf Course Construction and Lease/Purchase Agreement, dated as of November 1, 1989, by and between the Corporation, as Lessor, and the City, as Lessee (the "Lease Agreement"), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Lease Agreement in substantially the form and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council, and such Lease Agreement as executed by such officials shall be deemed approved by the City Council and constitute the Lease Agreement herein approved. Section 3. Approval and Execution of Management Agreement. The Management Agreement dated as of November 1, 1989, by and between CCA Silband/GolfCorp/Round Rock, Inc., as Operator, and the City (the "Management Agreement"), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Management Agreement in substantially the form and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council, and such Management Agreement as executed by such officials shall be deemed approved by the City Council and constitute the Management Agreement herein approved. Section 4. Approval and Execution of Trust Agreement. The Trust Agreement, dated as of November 1, 1989, by and between the Trustee, the Corporation and the City, Texas (the "Trust Agreement"), attached hereto as Exhibit D and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Trust Agreement in substantially the form and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the 3 provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council, and such Trust Agreement as executed by such officials shall be deemed approved by the City Council and constitute the Trust Agreement herein approved. Section 5. Approval and Sale of Trust Certificates and Trust Certificate Purchase Agreement. The sale of $6,740,000 in principal amount of "Golf Course Trust Certificates" (the "Certificates") evidencing a proportionate interest of the owners thereof in the Lease Payments to be made by the City pursuant to the Lease Agreement and bearing interest at the per annum rate(s) identified in the Purchase Agreement, submitted by Seidler-Fitzgerald (the "Purchaser") attached hereto as Exhibit E and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved, and the Purchaser's offer to purchase the Certificates subject to the terms of the Purchase Agreement is hereby acknowledged to be acceptable to the City, and the Mayor and City Secretary are hereby authorized and directed to evidence the City's acceptance of such offer by signing the same for and on behalf of the City and as the act and deed of this Council. In regard to the approval of the sale of the Certificates and the acceptance of the offer submitted by Seidler- Fitzgerald, the Council further finds, determines and declares that the representations, warranties and agreements contained in paragraph 5 of the Purchase Agreement with respect to the City are true and correct in all material respects as of the date hereof and with respect to such agreements, the City shall comply and perform such obligations identified therein. Section 6. Approval of Official Statement. The use of the Official Statement in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The Official Statement, shall be and is hereby in all respects approved and the Purchaser is hereby authorized to use and distribute said final Official Statement in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchaser, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchaser. Section 7. Authority to Close Transaction. The Mayor is hereby authorized to take such action, or cause such action to be taken, on behalf of the City as may be necessary to close this transaction at the earliest possible date. The Mayor, City Clerk, City Manager, Director of Finance and City Attorney, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents relating to the City an its financial affairs as may be necessary for the approval of this transaction by the Attorney General of the State of Texas, and the execution and delivery of the Lease Agreement, Ground Lease, Management Agreement and Trust Agreement and comply with the agreements and conditions contained in the Purchase Agreement and, together with the City's financial advisor, bond counsel and the Trustee, make the necessary arrangements for printing of definitive Certificates and for the authentication and delivery by the Trustee of the Certificates to the Purchaser, in accordance with the Trust Agreement and Purchase Agreement. Section 8. Prior Ordinance. The Prior Ordinance is hereby rescinded and shall be be null and void immediately upon the second reading and adoption of this Ordinance. Section 9. Effect. This Ordinance shall take effect immediately upon the second reading and adoption hereof. 5 DATE: November 17, 1989 SUBJECT: City Council Agenda, November 21, 1989 ITEM: 10C. Consider an ordinance authorizing the issuance of golf course trust course and construction lease/purchase agreement, ground lease agreement, and the management agreement, and other matters related thereto. (First Reading) STAFF RESOURCE PERSON: Bob Bennett STAFF RECOMMENDATION: The necessary documents should be in hand on Monday. They will be forwarded to you as soon as they are received.