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HomeMy WebLinkAbout03-55 - Refunding Certificates of Participation, 2003 Public Facilities ProjectRESOLUTION NO. 03-55 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SALE AND DELIVERY OF NOT TO EXCEED $15,000,000 REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2003 (PUBLIC FACILITIES PROJECT), AND AUTHORIZING CERTAIN DOCUMENTS AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH. THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Costa Mesa (the "City") ,is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, in 1993, the Costa Mesa Public Financing Authority (the "Authority") issued its $18,970,000 original aggregate principal amount of Refunding Revenue Bonds, 1993 Series A (Public Facilities Project) (the "1993 Bonds") to refinance and refund all of the then outstanding $3,900,000 original aggregate principal amount of. Costa Mesa City Hall and Public Safety Corporation (the "Corporation") bonds (the "1966 Bonds"), and the $17,000,000 original aggregate principal amount of the Corporation's Lease Revenue Bonds 1988 Series A (the "1988 Bonds"); and WHEREAS, the 1966 Bonds were issued to finance the construction of the City Hall, Police Administration Building and Fire Station of the City (the "1966 Project"), and the 1988 Bonds were issued to finance certain improvements to Victoria Street within the City (the "1988 Project"); and WHEREAS, the City and the Authority entered into a lease agreement dated as of October 1, 1993 (the "1993 Lease") whereby the City leased and leased back from the Authority the City of Costa Mesa Civic Center (the "1993 Project") for the purpose of providing for the payment of the principal of and interest on the 1993 Bonds; and WHEREAS, the City desires to defease and refinance the 1993 Bonds and terminate the 1993 Lease by authorizing the sale and execution and delivery of the City of Costa Mesa Refunding Certificates of Participation (Public Facilities Project) Series 2003 (the "Certificates"); and WHEREAS, in order to facilitate the refunding and defeasance of the 1993 Bonds and the City's obligations under the 1993 Lease, the City and the Authority desire to deposit a portion of the proceeds of the Certificates with BNY Western Trust Company, as escrow bank (the "Escrow Bank"), pursuant to an Escrow Agreement by and among the City and the Escrow Bank (the "Escrow Agreement"), the form of which has been presented to the City Council at the meeting at which this Resolution is being adopted; and WHEREAS, in order to facilitate the execution and delivery of the Certificates, the City and the Authority desire to enter into a Site Lease between the City and the Authority (the "Site Lease") and a Lease/Purchase Agreement between the City and the Authority (the "Lease"), the forms of which have been presented to this City Council at the meeting at which this Resolution is being adopted and pursuant to which the City will under the Site Lease lease the 1993 Project to the Authority and under the Lease will lease the 1993 Project back from the Authority and pay certain Lease Payments (as defined in the Lease), which have been pledged to the owners of the Certificates of Participation by the Authority pursuant to a Trust Agreement among BNY Western Trust Company (the "Trustee"), the City and the Authority (the "Trust Agreement"), the form of which has been presented to this City Council at the meeting at which this Resolution is being adopted; and WHEREAS, in connection with the Lease, the Authority shall assign its right to receive such Lease Payments from the City to the Trustee pursuant to an Assignment 'Agreement between the Authority and the Trustee (the "Assignment Agreement"), the form of which has been presented to the City Council at the meeting at which this Resolution is being adopted; and WHEREAS, the Authority was created pursuant to a joint exercise agreement (the "Joint Exercise of Powers Agreement"), by and between the City and the Redevelopment Agency of the Costa Mesa Agency (the "Agency") and pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code (the "Joint Powers Act"); and WHEREAS, all acts, conditions and things required by the Constitution and laws of.the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do .exist, have happened and have been performed in regular and due time, form and manner as required by law, and fi.he City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, it is resolved by the City Council of the City of Costa Mesa as follows: Section 1. Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above and in the preambles of the documents approved herein are `true and ti correct. The City Council hereby further finds and determines that the total rental to be paid under the Lease sloes not exceed the fair rental value of the 1993 Project. Section 2. Authorization of Certificates. The City Council hereby expresses its intention of refinancing the 1993 Project and refunding the 1993 Bonds through the preparation, sale and delivery of Certificates in an amount not to exceed $15,000,000. Section 3. Lease/Purchase Agreement. The form of the Lease/Purchase Agreement between the City and the Costa Mesa Public Financing Authority (the "Authority"), dated as of October 1, 2003 (the "Lease"), presented to this meeting and on file with the City Clerk (the "Clerk"), is hereby approved. Each of the Mayor of the City (the "Mayor"), the City Manager of the City (the "City Manager") and the Treasurer of the City (the "City Treasurer") or their designees (collectively, the "Authorized Officers"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority the Lease in substantially said form, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such officers. Section 4. Appointment. BNY Western Trust Company is appointed trustee (the "Trustee") under the Trust Agreement (defined below) Section 5. Trust Agreement. The form of the Escrow Agreement, dated as of October 1, 2003 (the "Escrow Agreement"), among the City, the Authority and the Escrow Bank, presented to this City Council at this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority and the Escrow Agreement in substantially said form, with .such changes therein as the Authorized Officers executing the Escrow Agreement may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Assignment Agreement. The Assignment Agreement dated October 1, 2003 between the Trustee and the Authority in the form on file with the City Council is hereby approved for execution and delivery by the Authority. Section 7. Certificate Purchase Agreement. The Certificate Purchase Agreement by and among the Authority,, the City and the underwriter announced by the City Manager as selected to sell the Certificates at the meeting at which this Resolution is adopted (the "Underwriter") is hereby approved. The City Manager and his designee are authorized, on behalf of the City, to accept final terms of the Underwriter's bid for the Certificates providing that (a) the principal amount of the Certificates does not exceed $15,000,000 and (b) the true interest cost of the Certificates does not exceed 6.5% per annum, and (c) the underwriter's discount does not exceed 2.5% of the original aggregate principal amount of the Certificates. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority and the Trustee the Certificate Purchase Agreement in substantially said form, with such changes therein as the Authorized Officers executing the Certificate Purchase Agreement may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. Escrow Agreement. The form of the Escrow Agreement, dated as of October 1, 2003 (the "Escrow Agreement"), among the City, the Authority and the Trustee, presented to this City Council at this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority and the Trustee the Escrow Agreement in substantially said form, with such changes therein as the Authorized Officers executing the Escrow Agreement may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. Bond Insurance. The City Manager and his designee are hereby authorized to (i) solicit bids on a municipal bond insurance policy, (ii) to negotiate the terms of such policy, (iii) to finalize, if appropriate, the form of such policy with a municipal bond insurer and (iv) if it is determined that the policy will result in interest rate savings for the City, to pay the insurance premium of such policy from the proceeds of the issuance and sale of the Certificates. Section 10. Preliminary Official Statement. The form of the Preliminary Official Statement, presented to this City Council at this meeting and on file with the Clerk, is hereby approved. The City Treasurer and his designee are hereby authorized to make such changes to the Preliminary Official Statement as are necessary to make it final as of its date and are authorized and directed to execute and deliver a certificate deeming the Preliminary Official Statement final as of its date in accordance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The Authorized Officers are hereby authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement with such changes, insertions and omissions as the Authorized Officers executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 11. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate to be executed and delivered by the City (the "Continuing Disclosure Certificate"), presented to this City Council at this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes therein as such Authorized Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 12. Site Lease. The form of the Site Lease, dated as of October 1, 2003 (the "Site Lease"), between the Authority and the City, presented to this City Council at this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and orl behalf of the City, to execute and deliver to the Authority the Site Lease in substantially said form, with such changes therein as such Authorized Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 13. Attestations. The Clerk or persons as may have been designated by the City Manager are hereby authorized and directed to attest the signature of the Authorized Officers designated herein to execute any documents described herein, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Lease, the Trust Agreement, the Continuing Disclosure Certificate, the Site Lease and the Official Statement. ' Section 14. Other Actions. The Authorized Officers are each hereby authorized 1 and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which each may deem necessary or advisable (including the payment of a premium for a municipal bond insurance policy, or other form of credit enhancement or a subordination agreement or amendment to any existing management, license or lease agreement pertaining to any portion of the 1993 Project) in order to consummate the sale, execution and delivery of the Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Certificates, the Lease, the Trust Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, the Site Lease, the Certificate Purchase Agreement, the Preliminary Official Statement, and the Official Statement.. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. In the event that it is determined by the City Manager, or his designee, that there are limitations or restrictions on the ability of the City to lease any portion of the 1993 Project as contemplated by the Site Lease and the Lease, the City Manager, or his designee, may designate other real property of the City to be leased pursuant to the Site Lease and the Lease with such designation to be conclusively evidenced by the execution and delivery of the Site Lease and the Lease by one or more of the Authorized Officers. Section 15. Effect. This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 2nd day of September, 2003. ATTEST: - Deputy City Clerk of the City of Costa Mesa STATE OF CALIFORNIA) COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) Mayor of th City of Costa Mesa APPROVED AS TO FORM _ f City Attorney I, JULIE FOLCIK, 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. 03-55 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on the 2nd day of September, '2003, by the following roll call vote: AYES: Monahan., Steel, Cowan,.Mansoor, 8cheafer NOES: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Costa Mesa this 3rd day of September, 2003. Dep City Clerk and ex -officio Clerk of the City Council of the City of Costa Mesa