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HomeMy WebLinkAboutCC RESO 13,477RESOLUTION NO. 13,477 RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO AN AGREEMENT WITH MAY CENTERS, INC. REGARDING THE CONSTRUCTION OF A PUBLIC PARKING FACILITY BE IT RESOLVED that the Mayor and the City Attorney are authorized and directed to execute an amend- ment to that certain "Master Agreement" by and between the City of National City, its Parking Authority and May Centers, Inc. providing for the construction, acquisition thereof, financing thereof, operation, maintenance, and subsequent disposition of a public parking facility on property commonly known as the Bonita Shopping Center. PASSED AND ADOPTED this 25th day of November, 1980. ATTEST: C ---':2014../1— CITY CLE AGREEMENT SECTION 1. RECITALS: The parties hereto are the City of National City (NATIONAL), May Stores Shopping Centers, Inc. (MAY), now known as May Centers, Inc. and the Parking Authority of the City of National City (AUTHORITY). The parties hereto have previously entered into a "Master Agreement" effective June 12, 1977, which agree- ment was amended by Addendum I effective November 18, 1977. The cost of performance of each of the parties' obligations has increased due to the effect of inflation, and the demands of other governmental agencies whose permis- sions and permits are necessary for the successful prosecution of the project. This is a supplement to that Master Agreement and does not amend it in any way. SECTION 2. PURPOSE. The purpose of this agreement is to provide for Loans -in -Aid from MAY to AUTHORITY in the prinicipal amount of three million dollars; the repayment of the Loans -in -Aid of *$450,000.00 now owed by NATIONAL and the AUTHORITY to MAY for work done by MAY acknowledged to be the responsibility of NATIONAL; and the $300,000.00 Loans -in -Aid for contingency expenses, to the extent said Loans -in -Aid are made. SECTION 3. FURTHER LOANS -IN -AID. Upon the award of the contract of construction in the amount of $5,185,185.37, *Subject to audit by the parties. dated 11-26-80, to W.R. Connelly for construction of Plaza Bonita Road, the Sweetwater Flood Control Channel and related and appurtenant structures, MAY will pay to AUTHORITY $2,169,000.00 owed by it pursuant to previous agreements as a Grant -in -Aid, and make an additional Loan - in -Aid for three million dollars, which grants and Loan -in - Aid will be advanced to, and used by AUTHORITY to pay the balance due under the W.R. Connelly contract as payments, and their equivalent advances, are required. In addition, loans up. to three hundred thousand dollars will be made to AUTHORITY from time -to -time as Loans -in -Aid for the payment of contingencies which. may, or may not, arise during the course of the W.R. Connelly contract, after AUTHORITY first expends $200,000.00 of its funds for the payment of such contingencies. SECTION 4. REPAYMENT OF LOANS -IN -AID. a. PARKING AUTHORITY LEASE REVENUE BOND ISSUE. The AUTHORITY shall issue and use its best efforts to sell its Lease Revenue Bonds, as originally agreed in the face amount of four million dollars; and shall issue and use its best efforts to sell an additional amount of Lease Revenue Bonds in a separatebond issue so as to net three million dollars after the payment of usual issuance expenses, and the establishment of required reserves pursuant to law. The proceeds of the parking facility leases between NATIONAL and AUTHORITY shall be sufficient to fund the service and -2- the retirement of all of AUTHORITY's Lease Revenue Bonds issued pursuant hereto. The time of the sale of four million dollars of AUTHORITY's bonds, and MAY's obligation to purchase a maximum of four million dollars of said bonds pursuant to the terms and conditions of Article 4 of the Master Agreement remain unchanged. MAY shall be entitled to receive the full amount of its three million dollar Loan -in -Aid, plus interest, without reduction or discount. AUTHORITY will offer the separate three million dollars (net) issue no later than July 31, 1981, and will immediately pay the net proceeds thereof to MAY in the amount above stated. With MAY's consent first obtained, AUTHORITY may increase the face amount of the three million dollars to such larger sum as the parties may agree upon. City shall not create a special assessment district to obtain tax revenue fcr servicing or retiring any of the bonds, grants or loans described herein. b. PARTIAL REPAYMENT OF CASH LOAN -IN -AID. The $300,000.00 Loan -in -Aid for contingencies, to the extent borrowed, and the existing $450,000.00 Loans -in -Aid from -AUTHORITY to MAY shall be repaid by AUTHORITY to MAY, as to principal and interest on or before November 30, 1981. NATIONAL will make a Cash Grant -in -Aid to AUTHORITY sufficent to enable AUTHORITY to meet its obligations pursuant to this Agreement. -3 - c. INTEREST ON ALL LOANS -IN -AID. All Loans -in - Aid to be made by MAY to AUTHORITY shall bear interest, on the unpaid balance, as advanced, at the actual cost to MAY of the funds borrowed by it for these purposes, not exceed- ing the highest rate legally payable by AUTHORITY under ap- plicable provisions of California law. SECTION 5. TAX FREE INSTRUMENTS. If AUTHORITY receives advice from its tax and bond counsel that it is lawful so to do, AUTHORITY will evidence its debt, other than that repaid by AUTHORITY'S Lease Revenue Bond proceeds, to MAY, or another lender obtained by MAY in instruments designed to comply with the provisions of state and federal law which provide that interest paid on qualified debt in- struments of eligible governmental entities shall be free of federal tax. If such instruments are authorized and issued, after the receipt of an appropriate ruling from the Internal Revenue Service, then the interest due on the debts owed by AUTHORITY to MAY, or an alternate lender, shall be the maximum legal rate per annum or such lower actual interest rate as market conditions at the time of issuance dictate. If in fact MAY, or the alternate lender, does not achieve the contemplated tax savings, then AUTHORITY shall pay to the lender the difference between the interest actually .paid by AUTHORITY and the amount otherwise payable hereunder to the maximum legal rate for AUTHORITY'S obligations. -4 SECTION 6. OTHER AGREEMENTS REMAIN IN FORCE. The prior agreements of the parties remain in full force and effect. In the event any provision of this Agreement is held invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect. SECTION 7. OTHER ACTS OF COOPERATION. The parties agree to take all steps and execute all documents reasonably necessary to carry out the intent and purpose of this Agreement and the agreements between the parties. NATIONAL will make sufficient grants to AUTHORITY to enable it to meet its obligations under this Agreement. SECTION 8. OPINIONS OF COUNSEL. This Agreement is contingent upon NATIONAL and AUTHORITY furnishing' written opinions of bond counsel and their counsel to the reasonable satisfaction of MAY that the transactions contemplated herein are within the power of the respective public agencies, and will result in the creation of valid and binding obligations of the respective public agencies. -5- EXECUTION IN WITNESS WHEREOF the parties hereto have executed this Agreement on November , 1980. MAY CENTERS, INC. ATTEST: -ARNOLD A. PETERSON Secretary ATTEST: IO1E CAMPBELL Ci y Clerk -6- (Title of Executing Officer) PARKING AUTHORITY OF THE CITY OF NATIONAL CITY BY: KILE M•RC, , Chairman CITY OF NATIONAL CITY BY: KILE MO Rf�AN , Mayor