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HomeMy WebLinkAboutCC RESO 15,057RESOLUTION NO. 15,057 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO ENTER INTO AN ESCROW AGREEMENT BETWEEN THE CITY OF NATIONAL CITY, THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY, AND CR CKER NATIONAL BANK WHEREAS, the Parking Authority of the City of National City on January 19, 1982, duly adopted Resolution No. 82-2(PA) providing for the issuance of $8,410,000 aggregate principal amount of its 1982 Lease Revenue Bonds; and WHEREAS, the Authority and the City of National City have determined that it would be in the best interests of the City and the residents of the City to defease the outstanding Bonds; and WHEREAS, First Interstate Bank of California, as Trustee, the Authority and the City have duly executed and entered into a trust agreement as of August 1, 1986, pursuant to which the Trustee has executed and delivered Refunding Certificates of Participation in Rental Payments to be made under and pursuant to the Project Lease for the City of National City Plaza Bonita Parking Facilities Project for the foregoing purpose; and WHEREAS, the Authority and the City and the Trustee have taken action to cause to be delivered to Crocker National Bank, as Escrow Agent, for deposit in an Escrow Fund, certain securities in an aggregate principal amount which, together with the money deposited in the Escrow Fund at the same time as such deposit and the income to accrue on such securities, will, as certified by certified public accountants, be sufficient to pay the principal of the outstanding Bonds as and when they respectively become due on and prior to March 1, 1992, and to redeem all outstanding Bonds on March 1, 1992, together with the payment of accrued interest thereon. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City that the Mayor is authorized to enter into an Escrow Agreement between the City of National City, the Parking Authority of the City of National City, and Crocker National Bank, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. PASSED and ADOPTED this 19th day of August, 1986. Rile MorgMayor ATTEST: Ione Campbell, Cit'J Clerk PROVED AS TO FORM: Georcje H. Eiser, III -City Attorney • ESCROW AGREEMENT by and among the PARKING AUTHORITY OF THE CITY OF NATIONAL CITY and the CITY OF NATIONAL CITY and WELLS FARGO BANK, N.A. Dated as of August 1, 1986 RELATING TO THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY 1982 LEASE REVENUE BONDS ESCROW AGREEMENT This Escrow Agreement (the "Agreement"), dated as of August 1, 1986, by and among the Parking Authority of the City of National City, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Authority"), the City of National City, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America (formerly Crocker National Bank) and having a principal corporate trust office in San Francisco, California, and being qualified to accept and administer the trust hereby created (the "Escrow Agent"); WITNESSETH: WHEREAS, the Authority on January 19, 1982, duly adopted Resolution No. 82-2(PA) (the "Resolution") providing for the issuance of $8,410,000 aggregate principal amount of its 1982 Lease Revenue Bonds (the "Bonds"); and WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and the residents of the City to defease the outstanding Bonds; and WHEREAS, First Interstate Bank of California, a banking corporation duly organized and existing under the laws of the State of California (the "Trustee"), the Authority and c the City have duly executed and entered into a trust agreement (the "Trust Agreement") as of August 1, 1986, pursuant to which the Trustee has executed and delivered $8,080,000 aggregate principal amount of Refunding Certificates of Participation in Rental Payments to be made under and pursuant to the Project Lease for the City of National City Plaza Bonita Parking Facilities Project (the "Certificates") for the foregoing purpose; and WHEREAS, the Authority and the City and the Trustee have taken action to cause to be delivered to the Escrow Agent for deposit in the Escrow Fund hereinafter referred to certain of the proceeds of the Certificates and other money which are sufficient to provide for the purchase of certain securities (the "Escrow Securities") listed on Schedule I attached hereto and made a part hereof in an aggregate principal amount which, together with additional money deposited in the Escrow Fund hereinafter referred to at the same time as such deposit and the income to accrue on such securities, will, as certified by Arthur Andersen & Co., certified public accountants, be sufficient to pay the principal of the outstanding Bonds as and when they respectively become due on and prior to March 1, 1992, and to redeem all outstanding Bonds on March 1, 1992, together with the -payment of accrued interest thereon; and WHEREAS, the provisions of the Resolution are -incorporated herein by reference as if set forth herein in full; NOW, THEREFORE, the Authority and the City and the Escrow Agent hereby agree as follows: Section 1. Establishment and Maintenance of Escrow Fund. The Escrow Agent agrees to establish and maintain the Escrow Fund (the "Escrow Fund") until the Bonds have been retired, and, except as provided in Sections 2 and 3 hereof, to purchase and hold the Escrow Securities in the Escrow Fund and the money in the Escrow Fund (except that used to purchase the Escrow Securities) at all times as a separate trust account wholly segregated from all other securities, investments or money held by it. All securities and money in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of Sections 2 and 3 hereof, to secure the payment of the Bonds as provided in Section 4 hereof; provided, that any money held in the Escrow Fund that is not used for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds in accordance with the Resolution shall be repaid to the City free from the trust created by the Agreement. Section 2. Investment of Money in the Escrow Fund. If amounts of interest on or repayments of principal of the Escrow Securities are received by the Escrow Agent prior to the date on which 'such receipts are to be applied (pursuant to Section 4 hereof) to the payment of the interest on and principal of and redemption premiums, if any, on the Bonds, the Escrow Agent shall, upon the written request of the 3 Authority and the District, invest such receipts until the next interest or principal payment on the Bonds in direct obligations of the United States of America or obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America with a quoted yield to maturity no greater than 6.685%; provided, however, that after obtaining an unqualified opinion of nationally recognized bond counsel that such reinvestment will not cause the Certificates to be "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and will not result in the breach of any covenant of the City or the Authority, the Escrow Agent may reinvest any cash portion of the Escrow Fund in obligations with a greater quoted yield. Any receipts on investments made pursuant to this section in excess of the cost of such investments shall be remitted to the City free from the trust created by the Agreement. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment made pursuant to this section and in full compliance with the provisions hereof. Section 3. Substitution of Securities in the Escrow Fund. Upon the written request of the Authority and the City, and after obtaining an unqualified opinion of a nationally recognized bond counsel that such substitution will not cause the Certificates to be "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and 4 i the regulations of the United States Department of the Treasury issued thereunder, and will not result in the breach of any covenant of the Authority contained in the Resolution, and after obtaining a written report of a nationally recognized firm of independent certified public accountants to the effect that the substitute securities will mature in such principal amounts and earn interest in such amounts and at such times so that sufficient money will be available to pay the principal of the outstanding Bonds as and when they respectively become due on and prior to March 1, 1992, and to redeem all outstanding Bonds on March 1, 1992, together with the payment of accrued interest thereon, the Escrow Agent shall sell, redeem or otherwise dispose of any securities in the Escrow Fund if, but only if, there are substituted therefor, from the proceeds of such securities, other direct obligations of the United States of America or obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. Any proceeds of the sale, redemption or other disposition of such securities in the Escrow Fund not needed for the foregoing substitution purpose shall be remitted to the City free from the trust created by the Agreement. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment made pursuant to this section and in full compliance with the provisions hereof. 5 Section 4. Payment from the Escrow Fund. The Escrow Agent is hereby irrevocably instructed to, and the Escrow Agent hereby agrees to, collect and deposit in the Escrow Fund the principal of and interest on all Escrow Securities held in the Escrow Fund promptly as such principal and interest become due, and to transfer such principal and interest, together with any other money and the principal of and interest on any other securities deposited in the Escrow Fund, to the Revenue Fund maintained by it under the Resolution, for use for the payment of the principal of the outstanding Bonds as and when they respectively become due on and prior to March 1, 1992, and to the redemption of all outstanding Bonds on March 1, 1992, together with the payment of accrued interest thereon, at the times and places and in the manner stipulated in the Bonds and in the Resolution. Section 5. Deficiencies in the Escrow Fund. If at any time it shall appear to the Authority or the City that the money in the Escrow Fund, including the anticipated proceeds of the Escrow Securities, will not be sufficient to make all payments required by Section 4 hereof, the Authority or the City, as the case may be, shall notify the Escrow Agent in writing as soon as reasonably practicable of such fact, stating the amount of such deficiency and the reason therefor, and the Authority and the City shall use their best efforts to obtain and deposit with the Escrow Agent for deposit in the Escrow Fund, from any legally available moneys, such 6 additional money as may be required to pay the principal of the outstanding Bonds as and when they respectively become due on and prior to March 1, 1992, and to redeem all outstanding Bonds on March 1, 1992, together with the payment of accrued interest thereon. The Escrow Agent shall in no event or manner be responsible for the failure of the Authority or the City to make any such deposit. Section 6. Compensation and Indemnification of the Escrow Agent. (a) The Authority and the City shall, from time to time, subject to any agreement between the Escrow Agent and the Authority or the City then in force, pay the Escrow Agent fees for its services hereunder and shall reimburse the Escrow Agent for its out-of-pocket expenses (including but not limited to the fees and expenses, if any, of its counsel or accountants) incurred by the Escrow Agent in connection with these services; provided, that these fees and expenses shall in no event be deducted from the Escrow Fund, and provided further, that such fees and expenses shall not include the fees of the Escrow Agent under the Agreement or the fees of the fiscal agent under the Resolution or the fees of the Trustee under the Trust Agreement. (b) The Authority and the City agree to indemnify the Escrow Agent, its agents and its officers or employees for, and hold the Escrow Agent, its agents and its officers or employees harmless from, liabilities, obligations, losses, 7 damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind (including, without limitation, reasonable fees and disbursements of counsel or accountants for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent or such other party at any time by reason of its performance of Escrow Agent's services, in any transaction arising out of the Agreement or any of the transactions contemplated herein, unless due to the gross negligence or willful misconduct of the particular indemnified party. Section 7. Functions of the Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in the Agreement and no implied duties or obligations shall be read into the Agreement against the Escrow Agent. (b) The Escrow Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and shall be protected and indemnified as stated in the Agreement, in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document, report or opinion furnished to the Escrow Agent and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate, document, report or opinion. 8 (c) The Escrow Agent shall not have any liability hereunder except to the extent of its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages, even if parties know of the possibility of such damages. The Escrow Agent shall have no duty or responsibility under the Agreement in the case of any default in the performance of covenants or agreements contained in the Trust Agreement or in the case of the receipt of any written demand with respect to such default. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under the Agreement. (d) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the Authority or the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (e) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein, in the Trust Agreement, or in the Certificates. (f) The Escrow Agent may become the owner of, or acquire any interest in, any of the Certificates with the same rights that it would have if it were not the Escrow Agent, and may engage or be interested in any financial or other transaction with the Authority or the City. 9 c (g) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the Escrow Securities and moneys to pay the principal, interest, or premiums on the Bonds. (h) The Escrow Agent shall not be liable for any action or omission of the Authority or the City under the Agreement, the Resolution, the Trust Agreement or otherwise. (i) Whenever in the administration of the trust of the Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the Authority or the City, and such certificate shall, in the absence of gross negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of the Agreement upon the faith thereof. (j) The Escrow Agent may at any time resign by giving written notice to the Authority and the City and the Trustee of such resignation. The Authority and the City shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective sixty 10 (60) days after notice of the resignation is given as stated above or upon appointment of a successor Escrow Agent, whichever first occurs. If the Authority and the City do not appoint a successor Escrow Agent by the resignation effective date, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent (or may deposit with the court the Escrow Securities and money or other property held by it in trust under the Agreement), which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of an Escrow Agent, the Authority and the City may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Authority and the City appoint a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Authority and the City shall immediately and without further act be superseded by the successor Escrow Agent so appointed. Section 8. Merger, Conversion, Consolidation or Successor to Business. Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any corporation to which the Escrow Agent may sell all or substantially all of the corporate trust business of the Escrow Agent, shall be the successor of the Escrow Agent 11 hereunder, provided such corporation shall be otherwise qualified and eligible to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Escrow Agent then in office, any successor by merger, conversion or consolidation to such authenticating Escrow Agent may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Escrow Agent had itself authenticated such Bonds. Section 9. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, as follows: If to the Authority: Parking Authority of the City of National City c/o City Manager City of National City City Hall 1243 National City Boulevard National City, California 92050 If to the City: City Manager City of National City City Hall 1243 National City Boulevard National City, California 92050 If to the Escrow Agent: Wells Fargo Bank Corporate Trust Department 111 Sutter Street, 18th Floor San Francisco, California 94104 12 Section 9. Severability. If any section, paragraph, sentence, clause or provision of the Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of the Agreement. Section 10. Execution. The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same agreement. IN WITNESS WHEREOF, the Authority and the City and the Escrow Agent have caused the Agreement to be executed each on its behalf as of the day and year first above written. PARKING AUTHORIT. OF THE CITY OF NATIONAL CIT By [SEAL] Attest: airman CITY OF NATIL CITY By ayor [SEAL] Attest: C [SEAL] Attest: sistant Secretary WELLS FARGO BANK, N.A. By ice resident 14 Date Principal 15-Feb-87 15-Aug-87 15-Feb-8B 15-Aug-88 15-Feb-89 15-Aug-89 15-Feb-90 15-Aug-90 15-Feb-91 15-Aug-91 15-Feb-92 $783,000.00 $408,000.00 $803,000.00 $383,000.00 $828,000.00 $357,000.00 $856,000.00 $326,000.00 8887,000.00 $294,000.00 $5,454,000.00 SCHEDULE I Escrow Securities Coupon Rate Invest.ent Type Price 0.001 Stripped Treasury 97.4721 0.00X Stripped Treasury 94.8421 0.001 Stripped Treasury 91.9531 0.001 Stripped Treasury 88.9011 0.002 Stripped Treasury 85.706% 0.002 Stripped Treasury 82.9501 0.00% Stripped Treasury 80.243% 0.001 Stripped Treasury 77.586% 0.001 Stripped Treasury 74.3361 0.001 Stripped Treasury 71.8061 0.001 Stripped Treasury 69.5951 I-1 Cost $763,205.76 $386,955.36 $738,382.59 $340,490.83 $709,645.68 $296,131.50 $686,880.08 $252,930.36 $659,360.32 $211,109.64 S3,795,711.30 Yield 5.55% 5.551 5.801 6.071 6.35% 6.401 6.451 6.501 6.75% 6.78% '6.741 3 746 RE ORr.A,NG REQUESTED BY CILMITALLAND TIME COMPANY AND MAIL TO: (i'>t% o f A L,oni4-12l 1.259 N4/ Z'.4 8/id, A/4+i° � / Cr y ( , . 9ao� 6 - y397 86 372370 1386 AUG 27 PH I; 06 LCOVERA E CORoER O FEE ASSIGNMENT AGREEMENT by and between the PARKING AUTHORITY OF THE CITY OF NATIONAL CITY and FIRST INTERSTATE BANK OF CALIFORNIA RELATING TO THE PROJECT LEASE FOR THE CITY OF NATIONAL CITY PLAZA BONITA PARKING FACILITIES PROJECT Executed and Entered Into as of August 1, 1986 -17 747 TABLE OF CONTENTS PARTIES RECITALS SECTION 1. SECTION 2. SECTION 3. SECTION 4. Assignment Acceptance Conditions Execution in Counterparts Page 1 1 2 2 2 2 EXECUTION 3 748 ASSIGNMENT AGREEMENT This Assignment Agreement (the "Assignment Agreement"), executed and entered into as of August 1, 1986, by and between the Parking Authority of the City of National City, a public body corporate and politic duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), and First Interstate Bank of California, a banking corporation duly organized and existing under and by virtue of the laws of the State of California (the "Trustee"); WITNESSETH: WHEREAS, the Authority and the City of National City, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), originally executed and entered into a lease (the "Project Lease") as of January 15, 1982, which was amended as of August 1, 1986, whereby the Authority agreed to construct for and thereafter lease to the City the Plaza Bonita Parking Facilities Project (the "Project"), all as more particularly provided therein; and WHEREAS, under and pursuant to the Project Lease, the City is obligated to make base rental payments to the Authority for the lease of the Project to it; and WHEREAS, the Authority desires to assign without recourse all its rights to receive the base rental payments scheduled to be paid by the City under and pursuant to the Project Lease to the Trustee; and WHEREAS, in consideration of such assignment and the execution and entering into of a Trust Agreement (the "Trust Agreement") as of the August 1, 1986, by and among the Trustee, the Authority and the City, the Trustee has agreed to execute and deliver certificates of participation (the "Certificates") in an aggregate principal amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a proportionate interest in the principal components of such base rental payments; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of the Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the Assignment Agreement; C 749 C NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1. Assignment. The Authority, for one dollar ($1.00) and other good and valuable consideration in hand received, does hereby sell, assign and transfer without recourse all its rights to receive the base rental payments scheduled to be paid by the City under and pursuant to the Project Lease to the Trustee for the benefit of the owners of the Certificates and, effective immediately on default on the part of the_City, any and all of the other rights of the Authority under the Project Lease as may be necessary to enforce payment of such base rental payments when due or otherwise to protect the interests of the owners of the Certificates, including its title to the Project leased to the City pursuant to the Project Lease. SECTION 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the benefit of the owners of the Certificates, subject to the conditions and terms of the Trust Agreement, and all such base rental payments shall be applied and all such rights so assigned shall be exercised by the Trustee under and pursuant to the Trust Agreement. SECTION 3. Conditions. The Assignment Agreement shall confer no rights and shall impose no obligations upon the Trustee beyond those expressly provided in the Trust Agreement. SECTION 4. Execution in Counterparts. The Assignment Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 2 750 IN WITNESS WHEREOF, the parties hereto have executed and entered into the Assignment Agreement by their officers thereunto duly authorized as of the day and year first above written. (SEAL) Attest: Assistant Secretary PARKING AUTHORITY OF THE CITY OF NATIONAL CITY By FIRST INTERSTATE BANK OF CALIFORNIA 3 Assistant Vice President 751 STATE OF CALIFORNIA ss. COUNTY OF SAN DIEGO On this zf day of Augustin the year 1986, before me g2, 0;de t, Sha/i/e, , a Notary Public, State of California, personally appeared /t,'/,. y/., q„ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Chairman of the Parking Authority of the City of National City, and % Yr,-r.,, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Secretary of the Parking Authority of the City of National City, and acknowledged to me that the Parking Authority of the City of National City executed it. OFFICIAL SEAL DAVID L. SHELDON .. Notary Public California Prmcrpal Office In San Diego County My Comm. Exp. Aug. 22, 1988 • [Notarial Seal]•"'�'��" Notary Public, State of California 752 STATE OF CALIFORNIA CITY AND COUNTY OF SAN FRANCISCO ) ss. On this o2J day of August in the year 1986, before me, 1 IT1fA MADr!RA , a Notary Public, State of California, personally appeared CECIL BOBEY and R.M. RUELOS and 1. KANE , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that the corporation executed it. oa OFFICIAL SEAL LINDA MADEIRA NOTARY PUBLIC - CALIFORNIA CITY AND COUNTY OF SAN FRANCISCO My Comm. Expires Oct. 20, 1989 [Notarial Seal] Notary Public, State of California