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HomeMy WebLinkAboutReso 1996-18319 RESOLUTION NO. 18319 RESOLUTION AUTHORIZING AND DIRECTING THE PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE PREPARATION AND DISTRIBUTION OFA PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council (the "Council") of the City of Chula Vista, California (the "City"), as follows: WHEREAS, the City, working together with the Redevelopmerit Agency of the City of Chula Vista (the "Agency"), has heretofore caused certificates of participation to be executed and delivered in the aggregate principal amount of $6,600,000 (the "Prior Certificates"); and WHEREAS, the proceeds of the Prior Certificates were used to finance construction of various capital improvements (the "Prior Project"); and WHEREAS, the City, working together with the ABAG Finance Corporation (the "Corporation"), proposes to refinance the Prior Project, as more particularly described in the hereinafter defined Lease Agreement, and it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement and certain other financing documents in connection therewith, said Lease Agreement on file in the Finance Director/City Treasurer's office; and WHEREAS, Project Finance Associates, financial advisor to the City (the "Financial Advisor"), has been directed to prepare a preliminary official statement containing information material to the offering and sale of the Certificates described below; and WHEREAS, the Redevelopment Agency of the City of Chula Vista (the "Agency") is a duly constituted redevelopmerit agency under the laws of the State of California and pursuant to such laws has duly proceeded with redevelopmerit activities within the Bayfront/Town Centre Redevelopment Project (the "Bayfront/Town Centre II Project Area" and collectively, the "Project Areas") within the City; and WHEREAS, the redevelopment plans for the Project Areas provide for tax increment financing in accordance with the provisions of Chapter 6, Part 1 of Division 24 of the California Health and Safety Code and Section 16 of Article XVI of the Constitution of the State of California; and WHEREAS, the Agency is authorized, with the consent of the City Council of the City, to pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure or other improvements which are publicly owned, upon a determination by the Agency and said City Council that such buildings, facilities, structures or other improvements are of benefit to the Project Areas; and Resolution 18319 Page 2 WHEREAS, when the value of such land or the cost of the installation and construction of such building, facility, structure or other improvement, or both, has been or will be paid or provided for initially by the City, the Agency may enter into one or more contracts with the City under which it agrees to reimburse the City for all or part of the value of such land or all or part of the cost of such building, facility, structure or other improvement, or both, by periodic payments over a period of years; and WHEREAS, the obligation of the Agency under such contract or contracts shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopmerit project for the Project Areas, which indebtedness may be made payable out of taxes levied in the Project Areas and allocated to the Agency under subdivision (b) of section 33670 of the California Health and Safety Code, or out of any other available funds; and WHEREAS, the City, working together with the Agency, has heretofore caused certain certificates of participation (the "Prior Certificates") to be executed and delivered in the aggregate principal amount of ~6,600,000, the proceeds of which were used to finance various public improvements for the City (the "Project"), which Project is of substantial benefit to the Project Areas; and WHEREAS, the City and the Agency, in consideration of their mutual undertakings, past and present, desire to provide for repayment by the Agency to the City of the moneys paid as Lease Payments under and as defined in the Lease Agreement (hereinafter defined), in the amounts specified in (a) a Reimbursement Agreement, dated as of June 1, 1996, by and between the Agency and the City (the "Bayfront/Town Centre Reimbursement Agreement") , which is on file with the Finance Director/City Treasurer, and (b) a Reimbursement Agreement, dated as of June 1, 1996, by and between the Agency and the City (the "Town Centre II Reimbursement Agreement" and, with the Bayfront/Town Centre Reimbursement Agreement, the "Reimbursement Agreements"), which is on file with the Finance Director/City Treasurer; and WHEREAS, the documents below specified shall be filed with the City and the members of the City Council, with the aid of its staff, shall review said documents; and NOW, THEREFORE, the City Council does hereby declare and order, as follows: Section 1. Certificates of Participation (ABAG 37, Series A) (the "Certificates") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined; provided, however, the payments of principal and interest with respect to the Certificates shall create an annual savings of gross debt service in comparison to the payments of principal and interest with respect to the Prior Certificates of at least ~50,000. Section 2. The below-enumerated documents be and are hereby approved, and the Mayor, the City Manager, the Director of Finance, or the designee of any such official, is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and T" directed to attest to such official's signature: (a) a termination agreement, by and among the City, the Agency and Wells Fargo 11 Resolution 18319 Page 3 Bank, National Association, as successor to First Interstate Bank of California, as trustee for the Prior Certificates, relating to the termination of the lease agreement and certain other documents relating to the Prior Certificates; and (b) a site and facility lease, between the City, as lessor, and the Corporation, as lessee; and (c) a lease agreement, by and between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement"); and (d) a trust agreement, by and among the Corporation, the City and First Trust Washington (the "Trustee"), as trustee (the "Trust Agreement"), relating to the financing, and the execution and delivery of the Certificates; and (e) an escrow trust and deposit agreement, by and between the City and Wells Fargo Bank, National Association, as escrow bank, pursuant to which the Prior Certificates will be defeased; and (f) a purchase agreement, by and among certain underwriters to be identified by the Financial Advisor and approved by the Corporation (the "Underwriters"), and the City relating to the purchase by the Underwriters of the Certificates, so long as the Underwriters' discount does not exceed 2%, exclusive of any original issue discount which does not represent compensation to the Underwriters; and (g) the Bayfront/Town Centre Reimbursement Agreement; and (h) the Town Centre II Reimbursement Agreement. Section 3. The City hereby approves the preparation of a Preliminary Official Statement describing the financing, together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager, the Director of Finance, or the designee of any such official. The City authorizes and directs the Mayor, the City Manager, the Director of Finance, or the designee of any such official, on behalf of the City, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its distribution by the Underwriter. Section 4. The Financial Advisor, on behalf of the City, is authorized and directed to cause the Preliminary Official Statement to be distributed to such investors and other persons as may be interested in purchasing the Certificates therein offered for sale if, in its judgment, such distribution would enhance the marketing of the Certificates. Section 5. The Mayor, the City Manager, the Director of Finance, or the designee of any such official, is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, , T -' ! 1 ' Resolution 18319 Page 4 and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Mayor, the City Manager, the Director of Finance, or the designee of any such official, shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager, the Director of Finance, or the designee of any such official, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 6. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates. Section 7. The City Council hereby finds and determines that (1) the buildings, facilities, structures, or other improvements to be leased pursuant to the Lease Agreement are of benefit to the Project Areas or the immediate neighborhood in which the Project Areas are located; (2) no other reasonable means of financing such buildings, facilities, structures, or other improvements, are available to the community, and (3) the payment of funds for the acquisition of land or the cost of buildings, facilities, structures, or other improvements will assist in the elimination of one or more blighting conditions inside the Project Areas. Section 8. The Mayor, the City Manager, the Director of Finance, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Section 9. This Resolution shall take effect upon its adoption by this Council, Presented by Approved as to form by Resolution 18319 Page 5 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 28th day of May, 1996, by the following vote: AYES: Councilmembers: Alevy, Moot, Padilia, Rindone NAYES: Councilmembers: None ABSENT: Councilmembers: Horton ABSTAIN: Councilmembers: None ~S. Moot, Mayor Pro Tempore ATTEST: Beverly A.IAuthelet, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 18319 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 28th day of May, 1996. Executed this 28th day of May, 1996. Beverly A/'. Authelet, City Clerk