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HomeMy WebLinkAbout92-226 - ResolutionsRESOLUTIC~NO. 92-226 A RESOLUTIC~ OF TME CITY O0tI~CIL OF ~{E CITY OF ~ZING ~ DEFEASANCE OF ITS OBLIGATIf~qS WEIM $6,390,000 C~F~'I~'£CATES OF PARTICIPATIC~, 1988 S~RIES B WTIH A PeST/ON OF THE PROC~T~ OF PANCHD ~ R[DEV~JZ~T AG~NCY'S 1990 MtEREAS, the City of Rancho Ok~am~mga (the "Cit~' has heretofcre participated in the exBoatic~, delivery and sale of the California Cities Financing Oo~pozatic~'s $6,390,000 initial aggregate principal amount Certificates of Participation, 1988 Series B (the "1988 COPS") a portira of the p~-oceeds of which were to be used by the City ,'to finance certain li~=ary facilities to be located within the City (the '~ah~=ary Facilities"); and WHEREAS, the City has determined that it is im[Eacticable to finance the ~-ary Facilities with the proceeds of the 1988 COPS; and WHBREAS, te Randlo C~nga Peaevelo~ Agency ban heretofore issued its $107,780,000 initial aggregate principal amcunt Rancho Padevelo~ Project Tax Allocation Bonds (the "1990 Bcrrls") a portion of the proceeds of which were to be used to finance the T,'i~=ary Facilities; ara WHEREAS, the ~ency has also derive{ned that it has ~ impracticable to use proceeds of the 1990 Bc~ds to acc~{~e the T.-ih~ary Facilities; and WHEREAS, the Agency and the City have both deterre{ned that it is in their best interests to prepay the City's oblig~ticrs with respect to the 1988 COPS by defeasir~ the 1988 COPS with the [~-oceeds of the 1990 Bcras which otherwise would have been used to fund the T.'ilfFary Facilities; and WHEREAS, there has been presente4__ to this meeting a form of Escrow Deposit and Trust Agreement which provides for the defeasance of the 1988 COPS with a portico1 of the proceeds of tba 1990 Bcrrls; S1~T/C~ 1: Appruval of Defeasance of 1988 COPS. ~he City Council hereby approves and authurizes the use of the 1990 Bonds proceeds to prepay the City's obligations with respect to the 1988 COPS by defeasingsuch obligations pursuant to the Escrc~A~describedbelow. SECTION 2: Escrc~ Depoeit and Trust ~greem~nt. ~he form of Escrow Deposit and Trust Agreement by and ~ the/~:3ency, the City and Bank of America National Trust and Savings Associstic~, as Escrow Bank (the "Escrow Agre~m~_nt") presented at this meeting is he~ approved and the Nayor cr any Resolutic~ No. 92-226 other u.~mbeL of the City Ccuncil and City Clerk are hereby authorized and directed, for and in the name of and c~ behalf of the City, to exBcute, acknowledge and deliver sa~d Escrow ~3reement in ~ly the form officers executin~ the same may approve, such a~ to be cc~clusively S~"TIC~ 4: Other Acts. ~he officers' and staff of the City are hereby authcrized and directed, jointly and severally, to do any and all with staff and legal counsel, they my dccm nece~y cr advisable in crier to accomplish the prepay.~ of the 1988 COPS with a pcrticml of the proceeds of the 1990 Bonds, cr otherwise to effectuate the purpoeee of th~ resoluti~l, and any and all such acticr~ previously taken by such officers cr staff S~EICM 5: Effective Date. PASSED, ~, and ~ tbl- 19th day of August, 1992. AYES: NOES: ABS~ff: Resolutic~ No. 92-226 P e3 I, D~R~A J. ADAMS, CITY ~.~RK of the City of Rancho O~mc~ga, California, do hereby certify that the fcregoir~ Resolutic~ w~s duly p~-~d, approved, and ~ by the City Council of the City of Rancho C~,;~3~, California, at a regular meeting of said City Council held c~ the 19th day of August, 1992. Executed this 20th day of August, 1992, at California. J . k]ams ;'Ci~ C~erk .. Resoluticn No. 92-226 Page5 7/29/92 ESCROW DEPOSIT AND TRUST AGREEMENT by and between the RANCHO CUCAMONGA REDEVELOPMENT AGENCY, CITY OF RANCHO CUCAMONGA and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated as of 1, 1992 Relating to California Cities Financing Corporation 1988 Series B $6,390,000 Certificates of Participation KAS121~2 Resolutice~No. 92-226 TABLE OF CONTENTS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Definition of Federal Securities ........ 2 Establishment of Escrow Fund .......... 2 Deposit into Escrow Fund; Investment of Amounts . 2 Instructions as to Application of Deposit .... 2 Substitution or Withdrawal of Federal Securities 2 Application of Prior Funds ........... 3 Application of Certain Terms of 1988 Trust Agreement Co~.~ensation'tg ~.~rgw'E~::::::::::: Section 9. Liabilities and Obligations of Escrow Bank Section 10. Amendment ....... ' ' ' Section 11..crier or Consolidation 22::2: 2.. 2:2222 Section 12. Execution in Counterparts Section 13. Applicable Law ............ Exhibit A Exhibit B Exhibit C 3 3 3 5 5 5 5 Schedule of Original Federal Securities A-1 Payment and Redemption Schedule for 1988'c6p~ i 2 s-1 Scheduled Terms ................. C-1 KAS121&62 Resolution No. 92-226 ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agree- ment,,) is made and entered into as of this 1st day of 1992, by and among the RANCHO CUCAMONGA REDEVBLOPMENT AGENCY, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency.), the CITY OF RANCHOCUCAMONGA, a municipal corporation organized and existing under the laws of the State of California (the "City.), and BANK OF AMERICA NATIONAL TRUSTAND SAVINGS ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as trustee for the 1988 COPs hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank.); WI TNE S S E T H: WHEREAS, for the purpose of providing for the financing of certain capital improvements, the City has previously partici- pated in the execution, delivery and sale of the California Cities Financing Corporation's $6,390,000 initial aggregate principal amount Certificates of Participation, 1988 Series B (the "1988 COPs") pursuant to a Trust Agreement dated as of October 1, 1988 by and among Bank of America National Trust and Savings Association, as trustee (the "Prior Trustee.), California Cities Financing Corporation and the City (the "1988 Trust Agreement.); and WHEREAS, the Agency has heretofore issued its $107,780,000 initial aggregate principal amount Rancho Redevelop- ment Project 1990 Tax Allocation Bonds (the "Agency Bonds.), a portion of the proceeds of which were to be used to finance certain public improvements and it has become impracticable to use such proceeds for such purpose; and WHEREAS, the Agency and the City have determined that it is in their best interests to provide for the prepayment and defea- sance of the 1988 COPs with a portion of the proceeds of the Agency Bonds; and WHEREAS, the Agency, the City and the Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys and Federal Securities to provide for the defeasance of the 1988 COPs, pursuant to and in accordance with the provisions of Section 702 of the 1988 Trust Agreement; NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ICAS121/,62 ~esolutic~ No. 92-226 r, AS121~62 Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities, has the meaning ascribed to such term in the 1988 Trust Agreement. Section 2. ~stahlishment of ~scrow Fund. There is hereby created the Escrow Fund to be held by the Escrow Bank as an irrevocable escrow securing the payment of the 1988 COPs as herein- after set forth. All cash and Federal Securities in the Escrow Fund are hereby irrevocably pledged as a special fund for the payment of the principal of and interest and premium on the 1988 COPs in accordance with the provisions of the 1988 Trust Agreement. If at any time the Escrow Bankshall receive actual knowledge that the cash and Federal Securities in the Escrow Fund will not be sufficient to make any payments required by Section 4 hereof, the Escrow Bank shall notify the City and the Agency of such fact and the City shall immediately cure such deficiency from any source of legally available funds. Section 3. DePoSit into Escrow Fund: Investment of Amounts. Concurrently with the receipt of a portion of the proceeds of the 1990 Bonds, the City shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ in immediately available funds, which shall be derived as follows: (a) $ shall be derived from the 1990 Bond Proceeds; (b) $ shall be derived fromamounts attributa- ble to the 1988 COPs on deposit in the Reserve Fund established under the 1988 Trust Agreement (the 'Prior Reserve Fund,)~ (c) $ shall be derived from the Lease Payment Account established under the 1988 Trust Agreement (the 'Lease Payment Account,); and (d) $ shall be derived from the Acquisi- tion Account established under the 1988 Trust Agreement (the · Acquisition Account'). The Escrow Bank shall invest the moneys deposited into the Escrow FUnd pursuant to the preceding sentence as follows: (a) $ shall be invested in the Federal Securities set forth in Exhibit A attached hereto and by this reference incorporated herein and (b) $ shall be held uninvested as cash. The Federal Securities and cash shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set off against the Federal Securities and cash a~ any time on deposit in the Escrow Fund. Section 4. Instructions as to Application of Deposit. The total amount of Federal Securities and cash deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purpose of paying the principal of and interest on the 1988 COPs coming due and payable on September 1, 1992 and March 1, 1993, and each September 1 and March I thereafter until September 1, 1994; all at the times and in the amounts set forth in Exhibit B attached hereto and by this reference incorporated herein. Section 5. Substitution or Withdrawal of Federal Securi- The City may at any time provide written direction to the +. Resolutic~ No. 92-226 Page9 Escrow Bank to substitute Federal Securities for any or all of the Original Federal Securities then deposited in the Escrow Fund, or to withdraw and transfer to the City any portion of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution or withdrawal shall be accompanied by: (a) a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions, that the Federal Securities then to be so deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of withdrawal the Federal Securities to be remaining in the Escrow Fund following such withdrawal together with the interest to be derived therefrom, shall be'inanamount at all times at least sufficient to make the payments specified in Section 4; and (b) an opinion of Bond Counsel that the substitution or withdrawal will not affect the exclusion from gross income for federal income taxpurposes of the interest on the 1988 COPs or the 1990 Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 5, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 4, such excess shall be paid to the City at its written direction accompanied by the certification and opinion described in clauses (a) and (b) respectively, above. ' Section 6. A~pl~cation of Prdor FundR. The amount of $ reining on deposit in the Reserve Fund established under the 1988 TrustAgreement, the amount of $ reining on deposit in the Lease Payment Account established under the 1988 Trust Agreement and the amount of $ reining on deposit in the Acquisition Account shall be withdrawn therefrom by the Escrow Bank, in its capacity as trustee for the 1988 COPs and transferred into the Escrow Fund. Section 7. Application of Certain Terms of 1988 Trust Agreement. All of the terms of the 1988 Trust Agreement relating to the making of payments of principal of and interest and premium on the 1988 COPs are incorporated in this Agreement as if set forth in full herein. Section 8. Condensation to Rscrow B~nk. The City shall pay the Escrow Bank full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof. Under no circum- stances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. Section 9. Liabilities an8 Obligations of Rscrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the City and the Agency shall have deposited sufficient funds therefor with the Y, AS121~,62 Resolutic~ No. 92-226 Page l0 KAS121G62 Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Bank under this Agree- ment. The Escrow Bank may consult with counsel of its own choice (which may be counsel to the Agency 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. , The Escrow Bank shall not be responsible for any of the recitals or representations contained herein. The Escrow Bank shall not be liable for. the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest, or premiums, if any, on the 1988 COPs. The Escrow Bank shall not be liable for any action or omission of the City under this Agreement or the 1988 Trust Agree- ment. Whenever in the administration of this Agreement the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action here- under, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Bank, be deemed to be conclusively proved and established by a certificate of an authorized representative of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Bank, be full warrant to the Escrow Bank for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. The Escrow Bank may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified, in action, or refraining from acting, upon any written notice, instruction, request, eertificate, document or opinion furnished to the Escrow Bank signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. The Escrow Bank may at any time resign by giving written notice to the City and the Agency of such resignation. The City shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective upon acceptance of appointment by a successor Escrow Bank. If the City does not appoint a successor, the Escrow Bank may petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, .. Resolutic~No. 92-226 appoint a successor Escrow Bank. After receiving a notice of resignation of an Escrow Bank, the City may appoint a temporary Escrow Bank to replace the resigning Escrow Bank until the City appoints a successor Escrow Bank. Any such temporary Escrow Bank so appointed by the City shall immediately and without further act be superseded by the successor Escrow Bank so appointed. The City covenants to indemnify and hold harmless the Escrow Bankagainst any loss, liability or expense, including legal fees, incurred in connection with the performance of any of its duties hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negli- gence or willful misconduct. Section 10. Amenament. ThisAgreement may be amended by the parties hereto, but only if there shall have been filed with the Agency, the City and the Escrow Bank a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the 1988 COPs or the 1990 Bonds, and that such amendment will not cause interest on the 1988 COPs or the 1990 Bonds to become includable in the gross incomes of the owners thereof for federal income tax purposes. Section 11. Merger or Conso]ia~tion. Any company into which the Escrow Bank my be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Bank and vested with all of the title to the trust estate and all of the trusts, powers, discretion, ia~uni- ties, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, any- thing herein to the contrary notwithstanding. Section 12. ,Rxecution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13. ~Applicahle t.~w. This Agreement shall be governed by and construed in accordance with the laws of the State of California. KAS121~,62 ~esoluticm No. 92-226 IN WITNESS WHEREOF, the Agency, the City and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above writ=en. RANCHO CUCAMONGA REDEVELOPMENT AGENCY By: Executive'Director CITY OF RANCHO CUCAMONGA By: City Manager BANK OF AMERICA NATIONAL TRUST AND SAVINGS RaSOCIATION, as Escrow Bank By: Senior Authorized Officer KASl~I~,6~ Resolution. No. 92-226 Page 13 EXHIBIT A SCHEDULE OF ORIGINAL FEDERAL SECURITIES [to come] KAS121Z,62 EXHIBIT B PAYMENT SCHEDULE OF 1988 COPs Payment 9/1/92 3/1/93 9/1/93 3/1/94 9/1/94 Interest Principal $116,782.50 $1,090,000 81,357.50 0 81,357.50 1,165,000 42,330.00 0 42,330.00 1,245,000 $1,206,782.50 81,357.50 1,246,357.50 42,330.00 1,287,330.00 KAS121~62