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HomeMy WebLinkAboutReso 2000-060 RESOLUTION NO. 2000-060 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, ACTING 1N ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 99-1 (OTAY RANCH SPA ONE-PORTIONS OF VILLAGE ONE, VILLAGE FIVE AND VILLAGE ONE WEST), APPROVING THE FORMS OF RESTATED INDENTURE, REMARKETING AGREEMENT AND PRELIMINARY REMARKET1NG MEMORANDUM AND AUTHORIZING CERTA1N ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council previously conduct proceedings to form and did form a community facilities district pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982," being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act"), said Community Facilities District designated as COMMUNITY FACILITIES NO. 99-1 (OTAY RANCH SPA ONE-PORTIONS OF VILLAGE ONE, VILLAGE FIVE AND VILLAGE ONE WEST) (the "District") for the purpose of financing the acquisition of certain public improvements; and WHEREAS, the City Council did, subsequent to the formation of the District, adopt its Resolution No. 19695 authorizing and providing for the issuance of the $23,000,000 Community Facilities District No. 99-1 (Otay Ranch Spa One - Portions of Village One, Village Five and Village One West) 1999 Special Tax Bonds (the "Bonds") and approving a Bond Indenture dated as of December 1, 1999 (the "Original Bond Indenture") by and between the District and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"); and WHEREAS, the Bonds were sold by negotiated sale to Stone & Youngberg LLC (the "Underwriter") and the Bonds were delivered to the Underwriter and the District received the proceeds from the sale of the Bonds on December 23, 1999 (the "Delivery Date"); and WHEREAS, on January 3, 2000, the District was contacted by representatives of Otay Project LLC, the major property owner within the District (the "Developer") and was advised by the Developer of certain transactions consummated by the Developer and its members on December 30, 1999 which have been sumnaa~zed in a First Supplement to Official Statement dated January 5, 2000; and WHEREAS, given the transactions that were consummated on December 30, 1999, which occurred less than 25 days following the end of the underwriting period for the Bonds referred to in Securities and Exchange Commission Rule 15c2-12(b)(4)(ii), the City Manager, the Finance Director and the City's financing team have recommended that the District initiate a procedure, which if successfully implemented, will result in (a) the mandatory tender of the Bonds to facilitate the implementation of the actions described in (b) and (c) hereafter, (b) resetting of the interest rates on the Bonds at interest rates which Stone & Youngberg, acting as the remarketing agent, and the Director of Finance, determine will be the lowest interest rates at or above the original interest rates on the Bonds which would under then current market conditions result in a par bid price for the Bonds on the date the interest rates are reset and (c) giving the current owners of the Bonds the Resolution 2000-060 Page 2 option to have their Bonds purchased at a price of par plus accrued interest to the purchase date or to continue to hold the Bonds at the reset interest rates; and WHEREAS, in order to accomplish the foregoing, on February 1, 2000, the City Cotmcil adopted a resolution to approve the form of a First Supplemental Bond Indenture dated as of February 1, 2000 by and between the District and U.S. Bank Trust National Association (the "First Supplemental Bond Indenture") to amend the Original Bond Indenture so as to establish the procedures for the mandatory tender of the Bonds, resetting the interest rates on the Bonds and giving the current owners of the Bonds the option to have their Bonds purchased as described in the preceding recital; and WHEREAS, the consent of the owners of the Bonds to the approval of the First Supplemental Bond Indenture has been obtained in accordance with the provisions of Original Bond Indenture; and WHEREAS, there has been presented to this City Council for its consideration the form of a Restated Bond Indenture dated as of February 15, 2000 (the "Restated Indenture") by and between the District and the Fiscal Agent to incorporate the reset interest rates on the Bonds and to combine the provisions of the Original Bond Indenture and the First Supplemental Bond Indenture into a single document; and WHEREAS, in order to reset the interest rates on the Bonds, to provide for the purchase of Bonds from the owners who have elected to sell their Bonds pursuant to the provisions of the Restated Indenture, to remarket the Bonds so purchased and to redeliver all of the Bonds, the forms of the following documents have also been presented to this City Council for its consideration: The Preliminary Remarketing Memorandum (the "Preliminaxy Remarketing Memorandum' ') containing information including but not limited to the District; the Bonds, including the terms and conditions thereof and the sources of payment for the Bonds; the proposed development of the District and the property ownership within the District including the principal developer and the principal developer's proposed sources and uses of funds necessary for the development of the property within the District; and The Remarketing Agreement by and between the District and Stone & Youngberg LLC, as Remarketing Agent (the "Remarketing Agreement"), establishing the terms and conditions upon which the Remarketing Agent will reset the interest rates on the Bonds, purchase Bonds from those owners to elect to have their Bonds purchased, and remarket the Bonds so purchased on behalf of the District; and WHEREAS, this City Council, with the aid of City staff and the City's financing team, has reviewed and considered the forms of the Preliminary Remarketing Memorandum, the Remarketing Agreement and the Restated Indenture and finds the forms of such documents suitable for approval, subject to the conditions set forth in this resolution; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to giving notice to the owners of the Bonds of the mandatory tender of - Resolution 2000-060 Page 3 the Bonds, the resetting of the interest rates on the Bonds, the purchase of the Bonds from those owners who have elected to have such Bonds purchased and the remarketing and redelivery of the Bonds as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed or have been ordered to have been preformed in due time, form and manner as required by the laws of the State of California, including the Act and the applicable policies and regulations of the City of Chula Vista. NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: SECTION 1. Recitals. The above recitals are true and correct. SECTION 2. Authorization to Give Notice to the Fiscal Agent of the Effectiveness of the First Supplemental Bond Indenture. This City Council, acting in its capacity as the legislative body of the District, hereby authorizes the Director of Finance to give notice to the Fiscal Agent that the First Supplemental Bond Indenture has become effective. SECTION 3. Authorization and Conditions. The Director of Finance or such other official of the City as may be designated by this City Council (an "Authorized Officer"), acting for and on behalf of the District, is hereby authorized and directed to execute and deliver the final form of the various documents and instruments described in this Resolution, subject to such additions or changes therein as such Authorized Officer shall deem to be in the best interests of the District, provided that no additions or changes shall authorize that the interest rates on the Bonds be reset at an average annual interest rate in excess of eight percent (8.0 %). The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by the Authorized Officer, upon consultation with and review by the City Attorney and Brown Diven & Hessell LLP, the District's bond counsel. SECTION 4. Restated Indenture. The form of Restated Indenture as presented to this City Council and on file with the City Clerk is hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed for and on behalf of the District, subject to the provisions of Section 3 above. SECTION 5. Preliminary Remarketing Memorandum. The City Council hereby approves the form of the Preliminary Remarketing Memorandum as presented to this City Council and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Director of Finance or, in the absence of the Director of Finance, another Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Director of Finance or, in the absence of the Director of Finance, another Authorized Officer is authorized to determine when Preliminary Remarketing Memorandum is deemed final, and the Director of Finance or such other Authorized Official is hereby authorized and directed to provide written certification thereof. The execution of the Final Remarketing Memorandum, which shall include such changes and additions thereto deemed advisable by the Director of Finance or, in the absence of the Director of Finance, another Authorized Officer pursuant to the Rule, shall be conclusive evidence of the approval of the Final Remarketing Memorandum by the District. The City Council hereby authorizes the distribution of the Final Remarketing Memorandum by the Fiscal Agent and the Remarketing Resolution 2000-060 Page 4 Agent to the owners of the Bonds who retain their Bonds following the reset of the interest rates thereon and the purchasers of the remarketed Bonds. SECTION 6. Remarketing Agreement. The form of the Remarketing Agreement as presented to this City Council and on file with the City Clerk is hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the District upon the execution thereof by the Remarketing Agent, subject to the provisions of Section 3 above. SECTION 7. Actions. All actions heretofore taken by the officers and agents of the City, acting for and on behalf of the District, and the District with respect to the mandatory tender of the Bonds, the resetting of the interest rates on the Bonds, the purchase of Bonds from the owners thereof who may elect to have such Bonds purchased pursuant to the Restated Indenture, the remarketing of the Bonds so purchased and the redelivery of all of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City, acting for and on behalf of the District, are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, notices and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful resetting of the interest rates on the Bonds, the purchase of Bonds, the remarketing of the Bonds so purchased and the redelivery of all of the Bonds in accordance with this Resolution, the Restated Indenture, the Preliminary and Final Remarketing Memoranda and the Remarketing Agreement,, and any certificate, agreement, contract, notice and other document described in the documents herein approved. SECTION 8. Effective Date. This resolution shall take effect from and after its adoption. Presented by Approved as to form by - Resolution 2000-060 Page 5 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 15th day of February, 2000, by the following vote: AYES: Councilmembers: Davis, Moot, Padilla, Salas, and Horton NAYS: Councilmembers: None ABSENT: Councilmembers: None ATTEST: Shi~M'~aY°r~ Susan Bigelow, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2000-060 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 15m day of February, 2000. Executed this 15~ day of February, 2000. Susan Bigelow, City Clerk · I