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Home My WebLink About84-84 - Approving Documents for Public Parking Facilities, South Coast PlazaRESOLUTION NO. 84-84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA, AUTHORIZING AND DIRECTING EXECUTION OF LEASE AGREEMENT, TRUST AGREEMENT, SECOND ASSIGNMENT AGREEMENT AND SUBLEASE AGREEMENT, APPROVING FORM OF OFFICIAL STATEMENT AND SALE OF CERTIFICATES OF PARTICIPATION WITH RESPECT TO PUBLIC PARKING FACILITIES, AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION. WHEREAS, the City wishes to finance the acquisition, construction and improvement of public parking facilities (the "Project") on land presently awned by Center Tower Associates, a California general partnership, (the "Partnership") and to be conveyed by the Partnership to South Coast Plaza, a California general partnership ("South Coast Plaza"), by entering into that certain Lease Agreement dated as of July 1, 1984, by and between the City and South Coast Plaza (the "Lease Agreement"); and WHEREAS, South Coast Plaza proposes to finance all such acquisition, construction and improvement by assigning to Crocker National Bank, as trustee, (the "Trustee") certain rights of South Coast Plaza under the Lease Agreement, pursuant to that certain First Assignment Agreement dated as of July 1, 1984, by and between the South Coast Plaza and the Trustee, and to enter into that certain Trust Agreement dated as of July 1, 1984, by and among the City, the Trustee and South Coast Plaza, (the "Trust Agreement") whereby the Trustee agrees to execute and deliver certain Certificates of Participation (the "Certificates"), evidencing the pro- portionate interests of the owners thereof in lease payments made by the City under the Lease Agreement; and WHEREAS, the Partnership has requested that the City sublease the Project to the Partnership in consideration of the payment by the Partner- ship of amounts sufficient to enable the City to meet its obligations under the Lease Agreement, pursuant to that certain Sublease Agreement dated as of July 1, 1984, by and between the City and the Partnership (the "Sublease Agreement"); and WHEREAS, in order to meet its obligations under the Lease Agreement, the City proposes to assign certain of its rights under the Sublease Agree- ment to the Seller pursuant to that certain Second Assignment Agreement dated as of July 1, 1984, by and between the City and the South Coast Plaza (the "Second Assignment Agreement"); and WHEREAS, Bank of America National Trust and Savings Association (the "Placement Agent") intends to submit an offer to place and arrange for the sale of the Certificates pursuant to that certain Placement Agency Agree- ment in substantially the form presented to the Council and on file with the City Clerk, (the "Placement Agency Agreement") and has heretofore caused to be prepared a preliminary Official Statement describing the Certificates; and WHEREAS, the City Council has heretofore duly called and conducted a public hearing on the proposed lease of the Project to the City pursuant to the Lease Agreement in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended, at which hearing all interested parties were given an opportunity to be heard; and WHEREAS, the City Council approves all of said transactions in furtherance of the public purposes of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Costa Mesa, as follows: Section 1. Lease Agreement. The City Council hereby approves the lease of the Project by the City from South Cost Plaza pursuant to the Lease Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager upon the advice of the City Attorney, including without limitation any changes necessary to conform to the description of the financing contained in the form of Official Statement herein approved. The Mayor and the City Clerk are hereby authorized and directed for and in the nave and on behalf of the City to execute, attest and affix the seal of the City to said form of Lease Agreement. Section 2. Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager upon the advice of the City Attorney, including without limitation any changes necessary to conform to the description of the financing contained in the form of Official Statement herein approved. The Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Trust Agreement. Section 3. Second Assignment Agreement. The City Council hereby approves the assignment of its interest under the Sublease Agreement to South Coast Plaza pursuant to the Second Assignment Agreement in substanti- ally the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager upon the advice of the City Attorney, including without limitation any changes necessary to conform to the description of the financing contained in the form of Official Statement herein approved. The Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Second Assignment Agreement. Section 4. Sublease Agreement. The City Council hereby approves the sublease of the Project to the Partnership pursuant to the terms and pro- visions of the Sublease Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Manager upon the advice of the City Attorney, including without limitation any changes necessary to conform to the description of the financing contained in the form of Official Statement herein approved. The Mayor and the City Clerk are hereby authorized and directed for and in the name and on behalf of the City to execute, attest and affix the seal of the City to said form of Sublease Agreement. Section 5. Sale of Certificates. The City Council hereby directs the Trustee to deliver the Certificates to the Placement Agent pursuant to the Placement Agency Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advis- able by the City Manager upon the advice of the City Attorney. The City Manager is hereby authorized and directed to approve any offer presented by the Placement Agent which is acceptable to the City Manager, and exe- cute, for and in the name and on behalf of the City, said Placement Agency Agreement. Section 6. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Certificates, in substanti- ally the form submitted by the Placement Agent and on file with the City Clerk, together with any changes therein or additions thereto deemed advis- able by the City Manager, who is hereby authorized and directed to execute said form of Official Statement for and in the name of the City. The Placement Agent is hereby authorized to distribute said preliminary Official Statement and any final form thereof to prospective purchasers of the Certificates. Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk, the City Attorney and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisi- tions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of then might deem necessary or appropriate in order to consuTmate any of the transactions contemplated by the agreements and documents approved pursuant to this Resolution. Section 8. Effective Date. This Resolution shall take effect frcm and after the date of its passage and adoption. PASSED AND ADOPTED this 18th day of Jut ATTEST: City Clerk of the City of Costa Mesa STATE OF CALIFORNIA ) COUN'T'Y OF ORANGE ) ss CITY OF COSTA MESA ) I, EILEEN P. PHINNEY, City Clerk and ex -officio Clerk of the City Council of the City of Costa Mesa, hereby certify that the above and fore- going Resolution No. 84-84 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof, held on the 18th day of June, 1984, by the following roll call vote: AYES: COUNCIL MEMBERS: Hall, Hertzog, McFarland, Schafer NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Johnson IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Costa Mesa this 19th day of June, 1984. CitT Clerk and ex -officio Clerk of Ae City Council of the City of Costa U sa B —r- Deputy Deputy Cit Clerk