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HomeMy WebLinkAbout97-25 - Preliminary Statement Relating to Certificates of Participation (1997 Public Parking Refunding Project)RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA, APPROVING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO CERTIFICATES OF PARTICIPATION (1997 PUBLIC PARKING REFUNDING PROJECT) AND PROVIDING OTHER MATTERS PROPERLY RELATING TO THE CERTIFICATES. THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Costa Mesa (the "City") and Center Tower Associates, LLC (the "Company") entered into a Lease Agreement dated as of December 1, 1984, (the "Prior Lease Agreement") pursuant to which the Company constructed and improved certain public parking facilities on certain land owned by the Company (the "Site") and leased the public parking facilities and the Site to the City (the public parking facilities, including the Site, being herein together referred to as the "Facilities"); and WHEREAS, the City and the Company entered into a Sublease Agreement dated as of December 1, 1984 (the "Prior Sublease Agreement"), pursuant to which the City subleased the Facilities to the Company; and WHEREAS, in order to obtain funds to finance the construction and improvement of the public parking facilities, the City and the Company caused the execution, sale, and delivery of $14,000,000.00 Variable/Fixed Rate Demand Certificates of Participation (Orange County Performing Arts Center Public Parking Project)(the "Prior Certificates") evidencing interests in the lease payments to be made by the City pursuant to the Prior Lease Agreement (the "Prior City Lease Payments"); and WHEREAS, the Prior City Lease Payments were made payable primarily from the proceeds of sublease payments to be made by the Company pursuant to the Prior Sublease Agreement (the "Prior Company Sublease Payments"); and WHEREAS, the Company has determined that cufrent market conditions will permit it to obtain significant savings in the costs of the Prior Company Sublease Payments by providing for the refinancing and deposit and payment in full of the Prior Company Sublease Payments, and thereby, providing for the refinancing and payment in full of the Prior City Lease Payments and the redemption in whole of the Prior Certificates; and WHEREAS, the Company proposes to obtain funds for such prepayment and redemption (i) by entering into a new Lease Agreement dated as of May 1, 1997, (the "Lease Agreement") between the City and Company pursuant to which the Company will, concurrently with the prepayment in full of the Prior Company Sublease Payments, lease the Facilities to the City, and (ii) by entering into a new Sublease Agreement dated as of the same date (the "Sublease Agreement") between the City and the Company pursuant to which the City will lease the Facilities back to the Company; and WHEREAS, the Company further proposes to obtain such funds for prepayment and redemption of the Prior Certificates by the execution, sale, and delivery of Certificates of Participation (1997 Public Parking Facilities Refunding Project)(the "Certificates") evidencing interests in the lease payments (the "Lease Payments") to be made by the City pursuant to the Lease Agreement; and WHEREAS, the City's Lease Payments will be payable primarily from sublease payments to be made by the Company pursuant to the Sublease Agreement; and WHEREAS, the City desires to cooperate with the Company in the implementation of the described prepayment and redemption of the Prior Certificates with the proceeds of sale of the new Certificates; and WHEREAS, the City Council intends to cause the Certificates to be sold pursuant to competitive bids at public sale and Rod Gunn Associates, the City's financing consultant (the "Financing Consultant") has caused to be prepared an Official Statement, in preliminary form, describing the Certificates, the Company, the Facilities, and other matters relating to the Certificates (the "Preliminary Official Statement"); and WHEREAS, the Financing Consultant proposes to distribute the Preliminary Official Statement to potential bidders for the purchase of the Certificates at such public sale and to cause a notice of the City's intention to sell the Certificates at public sale to be published as required by law; and WHEREAS, the City Council, with the aid of its staff, has reviewed the Preliminary Official Statement; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Costa Mesa as follows: SECTION 1. Approval of Public Sale. The City Council hereby approves the sale of the Certificates at public sale. SECTION 2. Approval of Preliminary Official Statement for Distribution. The City Council hereby approves the Preliminary Official Statement, in substantially the form submitted by the Financing Consultant and on file with the City Clerk. Distribution of the Preliminary Official Statement by the Financing Consultant is hereby approved, and prior to the distribution of the Preliminary Official Statement, the City Manager or the City Finance Director (with such additions or modifications thereto as deemed necessary or appropriate by the Financing Consultant) is authorized and directed on behalf of the City to deem the Preliminary Official Statement "final" pursuant to Rule 15c2-12 of the Securities and Exchange Commission. SECTION 3. Notice of Intention to Sell Certificates. The Financing Consultant, on behalf of the City, shall cause copy of a Notice of Intention to sell the Certificates, in form required by Section 53692 of the California Government Code, to be published timely with respect to the date for receipt of bids at public sale (as such date shall be determined by the Financial Consultant) in the Bond Buyer, a financial publication generally circulated throughout the State of California. SECTION 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 7" day of April, 1997. Mayor of the City of s Mesa ATTEST: Deputy City, lerk of the City of Costa Mesa STATE OF CALIFORNIA 1 COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) ROVED AS TO FORM CITY ATT0R N EY I, MARY T. ELLIOTT, Deputy City Clerk and ex -officio Clerk of the City Council of the City of Costa Mesa, hereby certify that the above and foregoing Resolution No. qq -a5 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof, held on the 7th day of April, 1997, by the following roll call vote: AYES: Buffa, Monahan, Erickson, Cowan, Somers NOES: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Costa Mesa this 8" day of April, 1997. Deputyy Clerk and ex -officio Clerk of the City ouncil of the City of Costa Mesa