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HomeMy WebLinkAbout97-32 - 1997 Public Parking Refunding ProjectRESOLUTION N0. q17 -3Z A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA, APPROVING TRUST AGREEMENT, LEASE AGREEMENT, SUBLEASE AGREEMENT, FIRST ASSIGNMENT AGREEMENT, OFFICIAL STATEMENT, AND NOTICE INVITING BIDS 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 current 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 the 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 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 current 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 the 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 (the "Sublease Payments"); and WHEREAS, the Certificates will be executed and delivered and will be secured in accordance with the provisions of a Trust Agreement (the "Trust Agreement") dated as of May 1, 1997, by and among the City, the Company, and U.S. Trust Company of California, N.A., as trustee (the "Trustee"); and WHEREAS, to further secure the Certificates as provided in the Trust Agreement, it is necessary that the City assign its interests in the Trust Agreement and the Sublease Agreement, as further provided in the First Assignment Agreement dated as of May 1, 1997, by and between the City and the Company (the "First Assignment Agreement"); and WHEREAS, by Resolution No. 97-25 adopted by the City Council on April 7, 1997, the City Council approved the sale of the Certificates at public sale, and approved a Preliminary Official Statement for distribution in connection therewith (the "Official Statement"); and WHEREAS, the City Council, with the aid of its staff, has reviewed and desires to approve the Trust Agreement, the Lease Agreement, the Sublease Agreement, the First Assignment Agreement, the final Official Statement, and the Notice Inviting Bids prepared in connection with the public sale of the Certificates; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Costa Mesa as follows: SECTION 1. The Agreements. The City hereby approves the Trust Agreement, the Lease Agreement, the Sublease Agreement, and the First Assignment Agreement (collectively, the "Agreements"), with such changes and modifications thereto as shall be necessary to implement the sale and delivery of the Certificates, as shall be advised by Bond Counsel to the City, and the Mayor is authorized and directed to execute and delivery the Agreements on behalf of the City, and the Deputy City Clerk shall attest the Mayor's signature to the Agreements. The City Council hereby authorizes the performance of the Agreements. SECTION 2. The Official Statement and Notice Inviting Bids. The City Council hereby approves for distribution the final form of the Official Statement and the Notice Inviting Bids providing for public sale of the Certificates, and the City Manager is authorized and directed to execute and deliver the final Official Statement and the final Notice Inviting Bids, to award the Certificates to the successful bidder in accordance with the Notice Inviting Bids and to execute and deliver to such bidder a certificate concerning the contents of the final Official Statement in form required by the Notice Inviting Bids and a Continuing Disclosure Certificate in form attached as an appendix to the final Official Statement. SECTION 3. Official Actions. The Mayor, the City Manager, the City Finance Director, the City Assistant Finance Director, the City Attorney, the Deputy City Clerk, and all other officers of the City are each authorized and directed in the name and on behalf of the City to execute and deliver any and all assignments, certificates, requisitions (including requisitions for the payment of delivery costs of the Certificates), agreements, notices, consents, instruments of conveyance, warrants, and other documents which they, or any of them, may deem necessary or appropriate in order to consummate any of the transactions contemplated by the Agreements and the other documents approved pursuant to this Resolution, including, without limitation, the execution and delivery of the Certificates and the execution and delivery of an agreement (in customary form) providing for the use of the proceeds of the Certificates to pay in full the Prior Sublease Payments, the Prior Lease Payments, and the Prior Certificates. Whenever in this Resolution any officer of the City is authorized to execute or attest any document or take any action, such execution, attestation, or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 4. Effective Date. This Resolution shall take effect from and after the date of approval and adoption thereof. PASSED AND ADOPTED this 21st day of April, 1997. Mayor of the City o ; Qsta Mesa ATTEST: -F AP OVED AS TO FORM Deputy City Jerk of the City of Costa MesaVm tt-ci`� =7,1 ATTO;RNEY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) 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. 911- 3z was duly and regularly passed and adopted by the said City Council at a regular meeting thereof, held on the 21st 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 22nd day of April, 1997. i. Deputyity Clerk and ex -officio Clerk of the City ouncil of the City of Costa Mesa