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HomeMy WebLinkAboutReso 1987-13202 ~ i 016-I; JHHW:CFA:dfd Aug ust 7, 1987 F7590 RESOLUTION NO. 13202 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AMENDMENT OF SITE LEASE AND LEASE AGREEMENT WITH RESPECT TO TOWN CENTRE I PUBLIC PARKING PROJECT, APPROVING FORM OF TRUST AGREEMENT AND OFFICIAL STATEMENT RELATING TO THE NOT TO EXCEED $10,000,000 1987 SERIES B CERTIFICATES OF PARTICIPATION, AUTHORIZING AND DIRECTING SALE OF SUCH CERTIFICATES, APPROVING ASSIGNMENT OF INTERESTS BY IMPERIAL MUNICIPAL SERVICES GROUP AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTION WHEREAS, the City of Chula Vista (the "City") and Imperial Municipal Services Group, Inc. ("Imperial") have heretofore entered into a lease-purchase financing of certain land owned by the City located at the southwest corner of Third Avenue and F Street (the "Site") and the public parking structure located thereon (the "Project"), and the City has determined to refinance its obligations thereunder for the purpose of realizing interest rate savings and for the purpose of providing additional funds for various capital improvements; and WHEREAS, Imperial has proposed to assign certain of its rights and interests with respect to the Site, the Project and the agreements relating to such lease-purchase financing to the Redevelopment Agency of the City of Chula Vista (the "Agency"); and WHEREAS, in connection with such refinancing it is necessary and desirable to amend the original leases relating to the Site and the Project, to enter into new agreements and to authorize the execution, delivery and sale of not to exceed $10,000,000 Certificates of Participation (Capital Improvements Project) 1987 Series B (the "Certificates of Participation"); NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista as follows: Section 1. Assignment of Interests By Imperial to Agency. The City hereby approves assignment to the Agency of certain rights and interests of Imperial with respect to the Site, the Project and the agreements relating to the original lease-purchase financing thereof, pursuant to the Assignment Agreement among imperial, the Agency and the City. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said Assignment Agreement for and in the name of the City. Section 2. Amendment of Site Lease; Approval of Amended and Restated Site Lease. The City Council hereby approves the amendment and restatement of the Site Lease dated as of December 1, 1982, by and between the City as lessor and the Agency (as successor to Imperial) as lessee of the Site, pursuant to the Amended and Restated Site Lease in substantially the form on file with the City Clerk together with any changes therein or additions thereto approved by the N~ayor, whose execution thereof shall be conclusive evidence of such approval. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Amended and Restated Site Lease for and in the name of the City. Section 3. Amendment of Lease Agreement; Approval of First Amendment to Lease AgreemenL The City Council hereby approves the amendment of the Lease Agreement dated as of December 1, 1982, by and between the Agency (as successor to Imperial) as sublessor and the City as sublessee of the Site and the Project, pursuant to the First Amendment to Lease Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto approved by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of the First Amendment to Lease Agreement for and in the name of the City. The schedule of lease payments set forth in Appendix A to said First Amendment to Lease Agreement shall conform to the schedule of principal and interest payments represented by the Certificates of Participation, determined pursuant to Section 5 hereof. Section 4. Trust Agreement. The City Council hereby approves the Trust Agreement relating to the Certificates of Participation, dated as of September 1, 1987, by and among the City, the Agency and First Interstate Bank of California as trustee, in substantially the form on file with the City Clerk together with any changes therein or additions thereto approved by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The City Council hereby authorizes and directs the Mayor to execute, and the City Clerk to attest and affix the seal of the City to, said form of Trust Agreement for and in the name of the City. Section 5. Sale of Certificates of Participation. The City Council hereby approves the sale of the Certificates of Participation to Dean Witter Reynolds, Inc. as underwriter (the "Underwriter") pursuant to that certain Purchase Agreement among the City, the Agency and the Underwriter, in substantially the form on file with the City Clerk, in together with any changes therein or additions thereto deemed advisable by the Finance Director, whose execution of said agreement shall be conclusive evidence of his approval of any such changes or additions. The Certificates of Participation shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The Finance Director is hereby authorized and directed for and in the name and on behalf of the City to execute and deliver said form of Purchase Agreement upon submission of a proposal by the Underwriter to purchase the Certificates of Participation, which proposal is acceptable to the Finance Director; provided, however, that the purchase price to be paid for the Certificates of Participation by the Underwriter shall be at least ninety-seven percent (97%) of the par value thereof, and the rate of interest represented by the Certificates of Participation shall not exceed nine percent (9%) per annum. The Finance Director is hereby delegated the authority to approve the terms of any offer by the Underwriter to purchase the Certificates of Participation, 3rovided that -2- such offer is in form and substance acceptable to the Finance Director and is within the limitations set forth in this Resolution. Section 6. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Certificates of Participation, in the form submitted by the Underwriter and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director and the Community Development Director. The City Council hereby approves and ratifies the distribution by the Underwriter of said preliminary Official Statement to prospective purchasers of the Certificates of Participation. The Mayor is hereby authorized and directed to execute said final Official Statement for and in the name and on behalf of the City. Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the Community Development Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Without limiting the generality of the foregoing, the City Council hereby approves the execution and delivery by any of the foregoing officers of an Escrow Deposit and Trust Agreement between the City and First Interstate Bank of California as escrow bank, relating to the establishment and administration of an escrow fund to provide for the refinancing of a portion of the City's obligations under the original Lease Agreement from a portion of the proceeds of sale of the Certificates of Participation, as described in and contemplated by the documents approved in this Resolution. Whenever in this resolution any officer of the Agency is authorized to execute or attest any document or take any action, such execution, attestation or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Presente "\ Approved as to form by Community Development Director -3- ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ,ULA VISTA, CALIFORNIA, this 18th d(~J Of August 19 87 , by the following vote, to--wit: AYES: Councilmembers Cox, Nader, McCandliss, Moore NAYES: Councilmembers None ABSTAIN: Counci 1members None ABSENT: Counci ] members Malcolm ~Vista ATTEST ~- City Clerl(" ~ rE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, Californio, DO HEREBY CERTIFY thor the obove and foregoing is o full, true ond correct copy of RESOLUTZON N0. ].3202 ,ond that the some hos not been amended or repealed DATED City Clerk CITY OF CHULA VISTA CC-660