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Home My WebLink AboutBANK OF NEW YORK MELLON TRUST COMPANY, N.A., THE - 2014A- 2014 -133 AFTER RECORDATION RETURN TO: Quint & Thimmig LLP 900 Larkspur Landing Circle, Suite 270 Larkspur, CA 94939 -1726 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. TERMINATION AGREEMENT Dated as of June 1, 2014 by and among the SANTA ANA FINANCING AUTHORITY, the CITY OF SANTA ANA, CALIFORNIA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Relating to the Refunding of the $12,450,000 City of Santa Ana Certificates of Participation (1998 City Hall Expansion Project) TERMINATION AGREEMENT This TERMINATION AGREEMENT is dated as of June 1, 2014, and is by and among the SANTA ANA FINANCING AUTHORITY (the "Authority'), the CITY OF SANTA ANA, CALIFORNIA (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust Company of California, N.A.), as trustee (the "1998 Trustee "). WITNESSETH: WHEREAS, the City and the Authority have heretofore entered into a Lease Agreement, dated as of January 1, 1998 (the "1998 Lease "), pursuant to which the Authority and the City entered into a transaction for the lease financing of certain facilities (the "1998 Project'), and the City agreed to make certain lease payments (the "1998 Lease Payments ") to the Authority; WHEREAS, pursuant to an Assignment Agreement, dated as of January 1, 1998 (the "1998 Assignment Agreement'), by and between the Authority and the 1998 Trustee, the Authority assigned to the 1998 Trustee, among other things, its rights to receive 1998 Lease Payments from the City under the 1998 Lease and the right to exercise such rights and remedies conferred on the Authority under the 1998 Lease to enforce payment of the 1998 Lease Payments; WHEREAS, pursuant to a Trust Agreement, dated as of January 1, 1998, by and among the City, the Authority and the 1998 Trustee, the 1998 Trustee agreed, among other matters, to execute and deliver certificates of participation (the "1998 Certificates ") representing undivided fractional interests of the owners thereof to receive 1998 Lease Payments made by the City; WHEREAS, the 1998 Lease Agreement provides that in the event that the City deposits, or causes the deposit on its behalf of moneys for the prepayment of the 1998 Lease Payments, then all of the obligations of the City under the 1998 Lease Agreement and all of the security provided by the City for such obligations, excepting only the obligation of the City to make the 1998 Lease Payments from said deposit, shall cease and terminate, and unencumbered title to the 1998 Project shall be vested in the City without further action by the City or the Authority; WHEREAS, the City has determined that, as a result of favorable financial market conditions and for other reasons, it is in the best interests of the City at this time to refinance the City's obligation to make the 1998 Lease Payments under the 1998 Lease Agreement and, as a result thereof, to provide for the redemption of the 1998 Certificates to and including July 7, 2014, and to that end and for other purposes, the Authority proposes to lease certain real property and improvements from the Authority pursuant to that certain Lease Agreement, dated as of June 1, 2014 (the "Lease Agreement'), a memorandum of which has been recorded concurrently herewith; WHEREAS, to obtain moneys to make such deposit, the Authority proposes to assign and transfer certain of its rights under the Lease Agreement to U.S. Bank National Association, as agent, on behalf of TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama corporation, and Capital One Public Funding, LLC (collectively, the "Assignees "), pursuant to those certain assignment agreements, each dated as of June 1, 2014, by and between the Authority and the Assignees, whereby the Assignees will make a payment of $45,060,000 to or to the order of the City; WHEREAS, upon deposit of a portion of such amounts for prepayment of the 1998 Lease Payments, the 1998 Lease Agreement and the agreements related thereto need not be maintained (except as otherwise provided below), and the parties hereto now desire to provide for the termination of such documents as provided herein. NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree with respect to the document to which it is a party or an assignee: Section 1. Termination. (a) By virtue of the deposit of amounts for prepayment of the 1998 Lease Payments, all obligations of the City under the 1998 Lease Agreement shall cease and terminate, excepting only the obligation of the City to make, or cause to be made, all payments from such deposit and title to the 1998 Project shall vest in the City on the date of said deposit automatically and without further action by the City or the Authority. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a special fund for the prepayment of the 1998 Lease Payments. (b) In accordance with the foregoing, the following agreements (including any option to purchase contained therein), are hereby terminated and are of no further force or effect (except that the hereinafter defined Site and Facility Lease shall terminate 10 days after the termination date hereof): (i) Site and Facility Lease, dated as of January 1, 1998, by and between the City and the Authority, recorded on January 21, 1998, as Instrument No. 19980031193, Orange County Records (the "Site and Facility Lease'); (ii) 1998 Lease Agreement, recorded on January 21, 1998, as Instrument No. 19980031194, Orange County Records; and (iii) 1998 Assignment Agreement, recorded on January 21, 1998, as Instrument No. 19980031195, Orange County Records. (c) From and after the date hereof, none of the parties shall have any further rights or obligations thereunder. Section 2. Execution in Counterparts. This Termination 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. -2- NOTARY ACKNOWLEDGMENTS TO BE INSERTED EXHIBIT A DESCRIPTION OF THE SITE All that certain real property situated in Orange County, State of California, described as follows PARCEL A: LOTS 41 TO 51 INCLUSIVE OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79, PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY. PARCEL B THAT PORTION OF LOT 56 OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79, PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 50 OF SAID TRACT NO. 2752; THENCE NORTH 000 06'36" WEST ALONG THE WESTERLY LINES OF LOTS 50 AND 51 OF SAID TRACT, A DISTANCE OF 170.00 FEET; THENCE SOUTH 89° 53' 24" WEST 225.769 FEET; THENCE SOUTH 00° 22' 06" EAST 171.016 FEET TO THE NORTHWEST CORNER OF LOT 46 OF SAID TRACT NO. 2752; THENCE NORTH 890 3754" EAST ALONG THE NORTHERLY LINES OF LOTS 46 AND 47 OF SAID TRACT, A DISTANCE OF 225.00 FEET TO THE POINT OF BEGINNING. PARCELC THAT PORTION OF LOT 56 OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79, PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 46 OF SAID TRACT NO. 2752; THENCE NORTH 000 22'06" WEST 171.016 FEET; THENCE SOUTH 89° 53'24" WEST 223.244 FEET; THENCE SOUTH 00° 13' 03" WEST 172.032 FEET TO THE NORTHWEST CORNER OF LOT 44 OF SAID TRACT NO. 2752; THENCE NORTH 890 3754" EAST ALONG THE NORTHERLY LINES OF LOTS 44 AND 45 OF SAID TRACT, A DISTANCE OF 225.00 FEET TO THE POINT OF BEGINNING. PARCEL D THAT PORTION OF LOT 56 OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79 PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 44 OF SAID TRACT NO. 2752; THENCE NORTH 000 13'03" EAST 172.032 FEET; THENCE SOUTH 89° 53'24" WEST 299.99 FEET TO THE WESTERLY LINE OF SAID LOT 56; THENCE SOUTH 00° 04'39" EAST ALONG THE WESTERLY LINE OF SAID LOT 56, A DISTANCE OF 173.377 FEET TO THE SOUTHWEST CORNER OF SAID LOT 56; THENCE NORTH 89'37' 54" EAST ALONG THE SOUTHERLY LINE OF SAID LOT 56, A DISTANCE OF 299.11 FEET TO THE POINT OF BEGINNING. PARCEL E: THAT PORTION OF LOT 56 OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79, PAGES 30 AND 31 OF MISCELLANEOUS MAPS RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: Exhibit A Page 1 BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 56, DISTANT NORTH 00° 04'39" WEST 299.69 FEET FROM THE SOUTHWESTERLY CORNER OF SAID LOT 56; THENCE NORTH 890 29' 24" EAST 300.00 FEET; THENCE SOUTH 00'04'39" EAST 128.403 FEET; THENCE SOUTH 89° 5324" WEST 299.99 FEET TO THE WESTERLY LINE OF SAID LOT 56; THENCE NORTH 00° 04'39" WEST ALONG SAID WESTERLY LINE, A DISTANCE OF 126.31 FEET TO THE POINT OF BEGINNING. PARCEL F: THAT PORTION OF LOT 56 OF TRACT NO. 2752, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 79, PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 56, DISTANT NORTH 00° 04'39" WEST 299.69 FEET FROM THE SOUTHWESTERLY CORNER OF SAID LOT 56; THENCE NORTH 00'04' 39" WEST ALONG SAID WESTERLY LINE 275.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 25.00 FEET; THENCE NORTHERLY AND EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 890 34'03" A DISTANCE OF 39.08 FEET; THENCE TANGENT TO SAID CURVE AND ALONG THE NORTHERLY LINE OF SAID LOT 56, NORTH 890 29'24" EAST 275.19 FEET; THENCE SOUTH 00° 04'39" EAST 300.00 FEET; THENCE SOUTH 890 29'24" WEST 300.00 FEET TO THE POINT OF BEGINNING. Exhibit A Page 2 IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement. Attest: Attest: an-,C Q �� Maria D. Huizar Secretary Maria D. Huizar- Clerk of the Council -3- SANTA ANA FINANCING AUTHORITY By / a d Cavazos Executive Director CITY OF SANTA ANA By t David Cavazos City Manager THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank M Deborah D. Young Vice President CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT State of California County of Orange SS City of Santa Ana On this 11th day of June, 2014, before me, Maria D. Huizar , Notary Public, personally appeared David Cavazos, City Manager who proved to me on the basis of satisfactory evidence to be theers0wpefsons whose (arolnames -Wi are- subscribed to the within instrument and acknowledged to me that fix /she /`they executed the same in t![�ther- atheir authorized cap;c /capacities and that bye /her/their ggnjt er /s gr=res on the instrument the LrsYg:g7 /persons, or the entity upon behalf of which the ersgn /pers'ons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. NOTARY SEAL . MARIA D. Commission # 1974 1974202 Notary Public - California i Orange County 4 Comm. 'Ex Tres A r 5, 2016 CAPACITY CLAIMED BY SIGNER: ❑ Individual(s) ❑ Corporate ❑ Officers Witness my hand and official seal. Signature of Notary SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: RE: BOND REFINANCE TITLE OR TYPE OF DOCUMENT: TERMINATION AGREEMENT (1998 LEASE REVENUE BONDS) NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: Title(s) ❑ Partner(s) ❑ General Partner of a Limited ❑ Partnership ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Subscribing Witness ❑ Guardian /Conservator ❑ Other: Witness my hand and official seal. Signature of Notary SIGNER IS REPRESENTING: THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED TO THE BELOW: RE: BOND REFINANCE TITLE OR TYPE OF DOCUMENT: TERMINATION AGREEMENT (1998 LEASE REVENUE BONDS) NUMBER OF PAGES: DATE OF DOCUMENT: SIGNER (S) OTHER THAN NAMED ABOVE: