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O-89-2431 - 11/9/1989ORDINANCE NO. j143 CERTIFICATE FQR CNRTITMT*Ti'+L+ 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 31ST DAY OF OCTOBER, 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 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, AN AGREEMENT OF SUBLEASE, 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 voted "Aye," except: NOES: ABSTENTIONS: olrY7 0(A- ,(24 2. The Cit Y �Council of said City convened in CG MEETING ON THE ULt -�! DAY OF NoV 186k-, 1989, at the City Hall and the roll was called of the duly constituted officers and members of said City Council described above and all of said persons were present, except the following absentees: �I41111/1.-�' , thus constituting a quorum. Whereupon, among other business, the following Was transacted at said Meeting: a written Ordinance, as described above, was duly introduced for the consideration of said City Council on a second and final reading 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 Ordinance prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye," except: NOES: DYY1Guru ABSTENTIONS: 0 Cafinatru 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 J `. City Secretary JOANNE LAND (SEAL) THE IM" ) day of NoUEIn6Fi , 1989. MIKE ROBINSON, Mayor City of Round Rock, Texas ORDINANCE NO. a,43 I 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, AN AGREEMENT OF SUBLEASE, 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, the City desires to enter into a Ground Lease Agreement (the "Ground Lease") with Golf West Companies, Inc. ("Golf West"), in which the City will lease the Property to Golf West for a term set forth therein; and WHEREAS, Golf West is willing to 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 Golf West (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 Golf West the Project in order to provide a public golf course; and WHEREAS, the City desires to enter into an Agreement of Sublease (the "Sublease Agreement") with CCA Silband/Golfcorp (the "Sublessee"), for the management, operation and maintenance of the Project (the "Sublease Agreement"); and WHEREAS, the City and Golf West desire to enter into a Trust Agreement (the "Trust Agreement") with First City, Texas Austin, Austin, Texas, as Trustee where by, among other things, Golf West will assign grant and transfer certain of 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 re a proportionate interest in the Lease Payments presentinge the City under and pursuant to the Lease grementbhavee dbeen offered and sold and a trust certificate purchase has been submitted to the City Council forapproval acceptance; now, therefore, pproval and BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OE' ROUND ROCK, TEXAS: Section 1. $pp oval and cecution o Ground . Ground Lease Agreement, dated as of November 1, 1989, by and between Golf West, as Lessee, and the Cityof Texas, as Lessor (the "Ground Lease" Round Rock, Exhibit A and incorporated herein byreference as heretoed as of this Ordinance for all purposes, is hereby approved as tort form and content, and such Ground Lease 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 Ground Lease as executed by such officials shall be deemed approved by the City council and constitute the Ground Lease herein approved. Section 2. and Execution of Construction and Lease/Purchase Agreement. Golf Course Construction and Lease/PurchaseG The Golf Course November 1, 1989, by and weenGolfAgreement, W West, a as Lessor a and tas he City, as Lessee (the "Lease Agreement"hs Exhibit B and incorporated herein by reference attachedas hereto 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 1 2 Agreement as executed by such officials shall be deemed approved by the City Council and constitute the Lease Agreement herein approved. Section 3. :.. ay. :.d tias The_ Agreement of Sublease, dated as of November 1` 89, b and between CCA Silband/GolfCorp, as Sublessee,, and theCit, as Sublessor (the "Sublease Agreement° Exhibit C and incorporated herein by referncehas aepart as this Ordinance for all purposes, is herebya $art of and content, and such Sublease Agreement n subst nt allyas tofthe form and substance attached hereto, revisions or changes as may together with such conform the provisions thereof i n accordance twith he otheo complete r documents herein approved, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the Cit and as the act and deed of this City Council, and such Sublease Agreement as executed by such officials shall be deemed, approved by the City Council and constitute the Sublease Agreement herein approved. Section 4. AppxszmulacLErecut hn The Trust Agreement, dated as of November 1,u 1989 gree between First City, Texas, by and Trustee, Golf West Companies, Inc.sten, Austin, Austin, as "Trust Agreement"), pand the City, Texas (the attached hereto as Exhibit D and incorporated herein by reference as a for all purposes, is herebya part of this Ordinance and such Trust Agreemenin substantially bst ntialls to orm and comsat, substance attached hereto, together with suchthe revisions andaor 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 Trust Agreement as executed by such officials shall be -deemed approved by the city Council and constitute the Trust Agreement herein approved. st Section 5. :-• • al -l. S. of = ti =te 't = ti $�.rc :_= A =ems, That the sale sof in principal amount of "Golf Course Trust Certificates" (the "Certificatesrr ) interest of the owners thereof in the eLease Payor nts to abe made by the City pursuant to the Lease Agreement and bearing interest at the per annum rate(s) Agreement, submitted by Seidler-Fitzgerald (the the haser"e 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 Certificates subject to the terms of the Pu chaserA ase the is hereby acknowledged to be acceptable to the CitYgresmthe, and the 3 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. Koval of Official statement. of the Preliminary Official Statement, dated October The 27,use 1989, in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by the Mayor, City Manager, City Attorney or Director of Finance, any one or more of said officials), 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 ori behalf of the City copies of said Preliminary Official Statement and 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 arid use by the Purchaser. Section 7. �u r,r� to Close TranQact is hereby authorized to take such action, or cause such action • The Mayor 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, aro 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, Sublease Agreement and Trust Agreement and comply and conditions contained in the Purchase thAgreement t he agreements together with the City's financial advisor, boncounsel aand the Trustee, make the necessary arrangements for printing of tho 4 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. 5 DATE: November 6, 1989 SUBJECT: City Council Agenda, November 9, 1989 ITEM: 9C. Consider an ordinance authorizing the issuance of golf course trust certificates and the execution of a trust agreement, golf course and construction lease/purchase agreement, ground lease agreement, and the agreement of sublease, and other matters relates there to. (Second Reading) STAFF RESOURCE PERSON: Bob Bennett STAFF RECOMMENDATION: Nothing has changed from our last meeting. I expect to hear shortly on the pricing of the Trust Certificates.