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HomeMy WebLinkAboutReso 1999-19282 RESOLUTION NO. 19282 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF LIMITED OBLIGATION IMPROVEMENT BONDS FOR ASSESSMENT DISTRICT NO. 97-2 (OTAY RANCH VILLAGE ONE), APPROVING THE FORM OF BOND INDENTURE, BOND PURCHASE AGREEMENT AND OTHER DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the CITY COUNCIL of the CITY OF CHULA VISTA, CALIFORNIA is conducting proceedings for the acquisition of certain public improvements in a special assessment district pursuant to the terms and provisions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California, said special assessment district known and designated as ASSESSMENT DISTRICT NO. 97-2 (OTAY RANCH VILLAGE ONE) (the "Assessment District"); and, WHEREAS, this City Council has previously declared its intention to issue bonds to finance the acquisition of such improvements, such bonds to issue pursuant to the terms and provisions of the "Improvement Bond Act of 1915", being Division 10 of the Streets and Highways Code of the State of California (the "Bond Act"); and, WHEREAS, at this time this City Council desires to set forth the general terms and conditions relating to the authorization, issuance and administration of such bonds; and, WHEREAS, there have been presented to and considered and ready for approval by this City Council the forms of the following documents: A. Bond Indenture by and between the City and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent") setting forth the terms and conditions relating to the issuance and sale of bonds (the "Bond Indenture"); B. Bond Purchase Agreement authorizing the sale of bonds to Stone & Youngberg LLC, acting as lead underwriter on behalf of itself and Merrill Lynch, the designated underwriters (the "Bond Purchase Agreement"); C. Preliminary Official Statement containing information including but not limited to the Assessment District and the type of bonds, including terms and conditions thereof (the "Preliminary Official Statement"); and D. Continuing Disclosure Agreement by and between the City and U.S. Bank Trust National Association, as dissemination agent (the "Dissemination Agent"), pursuant to which the City will be obligated to provide annual disclosure relating to the Assessment District and the Bonds (the "Continuing Disclosure Agreement"); and WHEREAS, this City Council, with the aid of City staff, has reviewed and considered the Bond Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement and the Preliminary Official Statement and finds those documents suitable for approval, subject to the conditions set forth in this resolution; and Resolution 19282 Page 2 WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the bonds and the levy of the assessments 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 Bond Act and the applicable policies and regulations of the City. NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: SECTION 1. Recitals. The above recitals are true and correct. SECTION 2. Bonds Authorized. Pursuant to the Bond Act, this Resolution and the Bond Indenture, limited obligation improvement bonds of the City for the Assessment District designated as "City of Chula Vista Assessment District No. 97-2 (Otay Ranch Village One) Limited Obligation Improvement Bonds" (the "Bonds") in an aggregate principal amount not to exceed the unpaid assessments within the Assessment District are hereby authorized to be issued. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms, covenants and conditions of the Bonds shall be as provided in the Bond Indenture as finally executed. 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") is hereby authorized and directed to execute and deliver the various documents and instruments described in this Resolution, in substantially the form approved hereby, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve as being in the best interests of the City and the Assessment District, upon consultation with and review by the City Attorney or his specified designee and Brown Diven Hessell & Brewer LLP, the City's bond counsel. No additions or changes shall, however, authorize the aggregate principal amount of Bonds to exceed the amount of the unpaid assessments, the annual interest rate on the Bonds to exceed seven percent per year and the purchase price for the Bonds to be less than ninety-eight percent of the par amount of the Bonds (excluding original issue discount, if any). 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. SECTION 4. Bond Indenture. The proposed form of Bond Indenture by and between the City and the Fiscal Agent, with respect to the Bonds 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 City, subject to the provisions of Section 3 above. SECTION 5. Official Statement and Continuinq Disclosure Aqreement. The City Council hereby approves the form of the Preliminary Official Statement as presented to this City Council and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") an Authorized Officer is authorized to determine when Preliminary Official Statement is deemed final, and an Authorized Official is hereby authorized and directed to provide written certification thereof. II I[ Resolution 19282 Page 3 The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriters (as defined below) as the initial purchasers of the Bonds. The form of Continuing Disclosure Agreement by and between the City and the Dissemination Agent 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 City, subject to Section 3 above. SECTION 6. Sale of Bonds. This City Council hereby authorizes and approves the sale of the Bonds by negotiation to Stone & Youngberg LLC and Merrill Lynch (the "Underwriters"). The form of the Bond Purchase Agreement is hereby approved and an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the City upon the execution thereof by Stone & Youngberg LLC on behalf of the the Underwriters, subject to Section 3 above. SECTION 7. Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Bond Act and the Bond Indenture, and any Authorized Officer and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Bond Indenture to coml~lete all actions required to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter. SECTION 8. Annual Assessment Installments. A copy of the resolution confirming the assessments, which assessments shall constitute the security for the Bonds, shall be delivered to the City Treasurer, and the City Treasurer shall keep or cause to be kept the record showing the several installments of principal and interest on the assessments which are to be collected each year during the term of the Bonds. An annual portion of each assessment, together with annual interest on said assessment, shall be payable in the same manner and at the same time and in the same installment as the general property taxes of the County of San Diego and shall be payable and become delinquent at the same time and in the same proportionate amount. Each year the annual installments shall be submitted to the County Auditor for purposes of collection. SECTION 9. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Assessment District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City 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, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Bond Act, this Resolution, the Bond Indenture, the Bond Purchase Agreement , the Continuing Disclosure Agreement, and any certificate, agreement, contract, and other document described in the documents herein approved. Resolution 19282 Page 4 SECTION 10. Effective Date. This resolution shall take effect from and after its adoption. Presented by Approved as to form by ~P°.hb~ ' ' ' ,rector Resolution 19282 Page 5 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 25'h day of May, 1999, by the following vote: AYES: Councilmembers: Davis, Moot, Padilia and Salas NAYS: Councilmembers: None ABSENT: Councilmembers: Horton ABSTAIN: Councilmembers: None Mary~S,Deputy Mayor ATTEST: 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. 19282 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 25'h day of May, 1999. Executed this 25th day of May, 1999. ~~/~ ~, d~.) Susan Bigelow, City Cler~:~