HomeMy WebLinkAboutResolution No. 3955RESOLUTION NO. 3955
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CYPRESS, CALIFORNIA, APPROVING THE DEFEASANCE
OF CERTAIN BONDS, DETERMINING THAT CERTAIN
PROJECTS ARE OF BENEFIT TO THE CIVIC CENTER
REDEVELOPMENT AREA AS AMENDED; APPROVING
CERTAIN PUBLIC PROJECTS; APPROVING THE SALE AND
DELIVERY OF CERTIFICATES OF PARTICIPATION (CIVIC
CENTER REFINANCING AND IMPROVEMENT PROJECTS),
1N THE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000 IN
ORDER TO PROVIDE FUNDS TO PAY THE COSTS OF SUCH
PROJECTS; AUTHORIZING AND APPROVING CERTAIN
DOCUMENTS IN CONNECTION WITH THE SALE AND
DELIVERY OF SAID CERTIFICATES OF PARTICIPATION;
APPROVING AND AUTHORIZING REIMBURSEMENT
CONTRACT; AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION WITH THE SALE AND DELIVERY
OF SAID CERTIFICATES OF PARTICIPATION
WHEREAS, the City of Cypress, California (the "City"), is a municipal
corporation and charter city of the State of California; and
WHEREAS, the Redevelopment Agency of the City of Cypress (the "Agency")
is a redevelopment agency and public body, corporate and politic, duly created,
established and authorized to transact business and exercise its powers, all under and
pursuant to the Community Redevelopment Law, commencing with Health and Safety
Code Section 33000, et seg. (the "Law"); and
WHEREAS, the Cypress Civic Center Corporation (the "Corporation") is a
nonprofit public benefit corporation duly organized and existing under the Nonprofit
Public Benefit Corporation Law of the State of California (the "Act"), for the purpose of
benefitting and carrying out the purposes of the City, by providing for the planning,
development, acquisition, construction, improvement, extension, repair, renovation
and/or financing of public buildings, works, projects, facilities, furnishings and equipment
for the benefit and use of the City; and
WHEREAS, the City finds and determines that it is necessary, desirable and in
the best interests of the City to assist in the refinancing, acquisition and construction of
certain public projects for the benefit and use of the Agency and the City and thereby
improve and enhance the ability of the Agency and the City to provide essential and
public services and facilities for the citizens of the City, and that it is within the
authority of the Law; and
WHEREAS, City leased certain parcels of real property in the City (the 'Site")
to the Corporation pursuant to that certain Ground Lease dated as of March 1, 1966, (the
"1936 Ground Lease") by and between the Corporation and the City; and
WHEREAS, pursuant to the provisions of a certain City Hall Lease dated as of
March 1, 1966, (the "1966 Lease") by and between the Corporation and the City, the
Corporation caused to be acquired, constructed and developed a city hall, council
chamber and related facilities upon the Land (the "Civic Center Buildings") (the Site and
the Civic Center Buildings together referred herein as the "1966 Project"); and
WHEREAS, in order to finance the cost of the Civic Center Buildings the City
leased the 1966 Project from the Corporation pursuant to the 1966 Lease; and
WHEREAS, in order to obtain funds to finance the Civic Center Buildings the
Corporation issued its Leasehold Revenue Bonds dated as of March 1, 1966 in the original
principal amount of $1,150,000 (the '1966 Bonds") pursuant to that certain Indenture of
Mortgage and Deed of Trust, dated as of March 1, 1966 (the '1966 Indenture") by and
between the Corporation and Bank of America National Trust and Savings Association,
Los Angeles, as trustee (the "1966 Trustee") payable from Rental Revenue (as such term
is defined in the 1966 Indenture); and
WHEREAS, in order to provide for the release of the 1966 Ground Lease by the
Corporation upon payment of the 1966 Bonds as provided for in the 1966 Indenture and to
provide a more orderly plan of financing certain projects, it has become desirable and in
the best interest of the City and the Corporation that the 1966 Bonds be refunded in
advance of their maturities; and
WHEREAS, in order to discharge the pledge and lien of the 1966 Indenture by
the proper and timely deposit and application of the moneys and obligations required for
the payment of the 1966 Bonds and to furnish irrevocable instructions therefor, it is
necessary for the City and the 1966 Trustee to enter into an Escrow Deposit Agreement
and to enter into certain covenants for the benefit of the owners from time to time of
the 1966 Bonds; and
WHEREAS, the City and the Agency wish to refund the 1966 Bonds, and to
provide funds for additional projects in the City by the issuance of Certificates of
Participation (Civic Center Refinancing and Improvement Projects) in a principal amount
not to exceed $6,000,000 (the "Certificates") pursuant to a Trust Ir denture expected to
be dated as of July 1, 1991 (the 'Indenture"), by and between the Agency and Security
Pacific National Bank (the "Trustee") under which the Certificates shall be executed,
sold and delivered and the Agency shall pledge and assign the lease payments, revenues.
proceeds and receipts received pursuant to the Lease to the Trustee for the benefit of
and security of the owners of the Certificates upon the terms and conditions as set forth
in said form of Indenture; and
WHEREAS, the City determines and finds that it is necessary and desirable for
the City to assist in providing for the financing, refinancing and improvement of certain
public projects and that it is within the authority of the City and a public purpose, that
(a) the City convey to the Agency a leasehold or user interest in the certain real estate
(the "Land") described on Exhibit A" attached to the Indenture and the Civic Center
Buildings described on Exhibit B attached to the Indenture, (the Land and the Civic
Center Buildings to be referred to hereinafter as the 'Facilities'), and that the Agency
plan, develop, construct, acquire, improve, furnish and equip certain projects, including
the refunding of the 1966 Bonds of the Corporation, as set forth on Exhibit "C" attached
to the Indenture (the 'Projects"), (b) the City approve the sale and delivery of the herein
described Certificates of Participation for the purpose of providing funds to pay the
costs of the Projects, including the refunding of the 1966 Bonds, and (c) the City lease
the Facilities back from the Agency on an annual appropriations basis; and
WHEREAS, the City further finds and determines that it is necessary and
desirable in connection with the lease -back of the Facilities and the sale and delivery of
the Certificates that the City enter into certain documents, and that the City take other
actions and approve the execution of certain other documents as herein provided; and
WHEREAS, the Agency proposes to enter into a Reimbursement Agreement
expected to be dated as of July 1, 1991, (the "Reimbursement Agreement') with the City,
providing for the pledge by the Agency to the City of certain Tax Increment (as that
term is defined in the Reimbursement Agremeent) as consideration for the Base Lease
transactions to offset certain Lease Payments paid by the City under that certain Lease
Agreement expected to be dated as of July 1, 1991, by and between the City and the
Agency (the 'Lease Agreement').
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CYPRESS, CALIFORNIA, AS FOLLOWS:
2-
Section 1. Findings and Determinations.
(a) The City will have exclusive beneficial possession and use of the
Facilities while the Certificates remain outstanding; and
(b) The City will have full legal title to the Facilities unencumbered
by the Agency possessory and legal interest thereto upon payment in full
of the Certificates.
(c) The Projects are of benefit to the Civic Center Redevelopment
Area of the Agency. No other reasonable means of financing the
Projects are available to the City or the Agency.
Section 2. Approval of the Defeasance of the 1966 Bonds. The City hereby
approves the defeasance of the 1966 and the appropriate officers of the City Council are
hereby authorized to execute, attest, acknowledge and deliver that Escrow Deposit
Agreement expected to be dated as of July 1, 1991 (the 'Escrow Deposit Agreement"), by
and between the City and the 1966 Trustee, in order to discharge the pledge and lien of
the 1966 Indenture by the proper and timely deposit and application of the moneys and
obligations required for the payment of the 1966 Bonds and to furnish irrevocable
instructions therefor.
Section 3. Conveyance of Leasehold Interest in the Facilities. The
appropriate officers of the City Council are hereby authorized to execute, attest,
acknowledge and deliver that Base Lease expected to be dated as of July 1, 1991 (the
"Base Lease"), by and between the City, as lessor, and the Agency as lessee, conveying a
leasehold interest in the Facilities to the Agency, for the consideration described in the
Base Lease.
Section 4. Approval of Sale and Delivery of the Certificates of
Participation. The City hereby approves the sale and delivery of an issue of Certificates
of Participation (Civic Center Refinancing and Improvement Projects), in the principal
amount not to exceed $6,000,000 (the 'Certificates"), for the purpose of providing funds
to pay the costs of planning, development, acquiring, constructing, improving, furnishing,
equipping and/or refinancing the Projects. The Certificates shall be sold, delivered and
secured pursuant to the herein described Indenture.
The Certificates shall represent interest at the annual rates, shall be in such
denominations, shall be in such form, shall be subject to redemption, shall have such
other terms and provisions, and shall be executed and delivered in such manner subject to
such provisions, covenants and agreements, as are set forth in the Indenture.
Section 5. Limited Obligations. The Certificates, the premium, if any, and
the interest represented thereby shall be limited obligations payable solely out of the
lease payments, revenues, proceeds and receipts received by the Agency from the City
pursuant to the herein authorized Lease. The Certificates and the interest represented
thereby shall not constitute a debt or liability of the City and the Certificates shall not
constitute an indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction.
Section 6. Authorization of Documents. The City is hereby authorized to
enter into and/or approve the following documents, in substantially the forms presented
to and reviewed by the City Council at this meeting (copies of which documents shall be
filed in the records of the City), with such changes therein as shall be approved by the
officers of the City executing such documents, such officers' signatures thereon being
conclusive evidence of their approval thereof:
(a) Escrow Deposit Agreement expected to be dated as of July 1, 1991
(the "Escrow Agreement"), by and between the Corporation and the 1966
Trustee, as escrow trustee (the 'Escrow Trustee");
(b) Base Lease expected to be dated as of July 1, 1991 (the 'Base
Lease"), by and between the City, as lessor and the Agency, as lessee, for tbt
Facilities;
(c) Lease Agreement expected to be dated as of July 1, 1991 (the
"Lease"), by and between the Agency, as lessor and the City as lessee, under
which the Agency shall plan, develop, acquire, construct, improve, furnish,
equip and/or refinance the Projects and shall lease the Facilities to the City
upon the terms and conditions as set forth in said Lease;
(d) Reimbursement Agreement expected to be dated as of July 1, 1991
(the 'Reimbursement Agreement"), between the City and the Agency, under
which, in consideration of the transactions described in the Base Lease, the
Agency pledges certain tax increment revenue to the City;
(e) Preliminary Official Statement (the "Preliminary Official
Statement"), to be used in connection with the sale of the Certificates; and
(f) Official Statement (the 'Official Statement"), to be used in
connection with the sale of the Certificates.
Section 7. Execution of Documents. The City is hereby authorized to enter
into and the Mayor and the City Clerk or their designees are hereby authorized and
directed to execute, seal, attest and deliver for and on behalf of and as the act and deed
of the City, the Escrow Deposit Agreement, the Base Lease, the Lease, the
Reimbursement Agreement and such other documents, certificates and instruments as
may be necessary or desirable to carry out and comply with the intent of this Resolution.
Section 8. Conveyance of Agency's Interest in the Facilities back to the City
when Certificates are Paid. The City Council hereby declares that the City will accept
from the Agency conveyance of unencumbered fee title to the Facilities after all the
Certificates have been paid or payment therefor has been provided for in accordance
with the Indenture.
Section 9. Effective Date. This Resolution shall take effect and be in full
force from and after its adoption by the City Council.
PASSED AND ADOPTED by the City Council of the City of Cypress at a
regular meeting held on the 24th day of June 1991.
ATTEST•
-STI C Y F i
CITY F T C Y OF PRESS
STATE OF CALIFORNIA )SS
COUNTY OF ORANGE )
MAYOR
THE ITY OF CYPRESS
I, DARRELL ESSEX, City Clerk of the City of Cypress California, DO
HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular
meeting of the said City Council held on the 24th day of June 1991 by the
following roll call vote:
AYES 4 COUNCIL MEMBERS Kerry, Nicholson, Partin and Bowman
NOES 0 COUNCIL MEMBERS None
ABSENT. 0 COUNCIL MEMBERS. None
ABSTAINED. 1 COUNCIL MEMBERS Age
CI Y CLE'K r" T E CITY O CYPRESS