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HomeMy WebLinkAboutReso 1993-17312RESOLUTION NO. 17312 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING DELIVERY AND SALE OF NOT TO EXCEED $3,500,000 CERTIFICATES OF PARTICIPATION TO ASSIST FINANCING A PUBLIC PARKING GARAGE IN THE TOWN CENTRE II REDEVELOPMENT PROJECT AREA, AUTHORIZING AND DIRECTING EXECUTION OF RELATED AGREEMENTS, ELECTING TO GUARANTEE LEASE PAYMENTS FROM MOTOR VEHICLE IN LIEU FEES AND APPROVING OFFICIAL ACTIONS WHEREAS, the Redevelopment Agency to the City of Chula Vista (the "Agency") is obligated to pay the amount of $2,600,000 to Homart Development Company {the "Developer") as a contribution towards the costs of constructing a public parking garage at the Chula Vista Center in the Town Centre II Redevelopmerit Project Area, pursuant to a First Addendum to Disposition and Development Agreement between the Agency and the Developer (the "Amended DDA"); and, WHEREAS, in order to raise the funds necessary to make such payment, the City of Chula Vista (the "City") has proposed to sell certain municipal assets to the City to the Agency and to lease such assets back, and the Agency has proposed to assign and transfer its rights under such least to First Interstate Bank of California as trustee (the "Trustee") in consideration of the execution and delivery the Trustee of 1993 Certificates of Participation (Town Centre II Parking Project - Phase Two) in the aggregate principal amount of not to exceed $3,500,000 (the "Certificates"), each evidencing a direct, undivided fractional interest in the lease payments made by the City under such lease; and, WHEREAS, the firm of Dean Witter Reynolds Inc. (the "Underwriter") has proposed to purchase and underwrite the Certificates and has presented to the City and the Agency a form of Purchase Contract to be entered into among the City, the Agency and the Underwriter (the "Purchase Contract"); and, WHEREAS, the Agency has duly called and conducted a public hearing, notice of which has been given in accordance with all applicable provisions of law, concerning the lease of such assets by the Agency to the City; and, WHEREAS, the City Council approves all of said transactions in furtherance of the public purposes of the City. SECTION 1: Approval of Certificates. The City Council hereby approves the execution and delivery by the Trustee of the Certificates in the aggregate principal amount of not to exceed $3,500,000. The net proceeds of the Certificates shall be applied to make the payment owed by the Agency to the Developer under the Amended DDA. SECTION 2. Approval of Related Financing Agreement. The City Council hereby approves each of the following agreements required to implement the financing plans to be accomplished by the Resolution No. 17312 Page 2 Certificates, in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Director of Finance, and the execution thereof by the Mayor shall be conclusive evidence of the approval of any such changes or additions. The Mayor is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to the final form of each such agreement: (a) Acquisition Agreement, known as document number C093- 242A, a copy of which is on file in the office of the City Clerk, dated as of December 1, 1993, by and between the City and the Agency, relating to the sale of certain municipal assets by the City to the Agency; (b) Lease Agreement, known as document number C093-242B, a copy of which is on file in the office of the City Clerk, dated as of December 1, 1993, by and between the Agency and the City relating to the lease of such municipal asset by the Agency back to the City; and, (C) Trust Agreement, known as document number C093-242C, a copy of which is on file in the office of the City Clerk, dated as of December 1, 1993, by and among the Agency, the City and the Trustee, relating to the execution and delivery of the Certificates. SECTION 3. Sale of Certificates. The City Council hereby approves the sale of the Certificates of the Underwriter pursuant to the Purchase Contract in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Director of Finance, whose execution thereof shall be conclusive evidence of such approval. The Director of Finance is hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Purchase Contract. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The maximum amount of Underwriter's discount on the sale of the Certificates (excluding original issue discount, if any) shall be two percent (2~) of the par amount of the Certificates and the yield of which the Certificates are sold (taking into account interest rates and original issue discounts, if any) shall be two percent (24) of the par amount of the Certificates and the yield of which the Certificates are sold (taking into account interest rates and original issue discounts, if any) shall not exceed six and one-half percent (6.5~) per annum. The schedule of lease payments attached to the Lease Agreement shall correspond to the payments of principal and interest represented by the Resolution No. 17312 Page 3 Certificates, to be determined upon the sale thereof as set forth in this Section 3. SECTION 4. Official Statement. The City Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Certificates in substantially the form submitted by the Underwriter and on file with the City Clerk. The Mayor is hereby authorized, at the request of the Underwriter, to execute an appropriate certificate stating the City Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Director of Finance is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Mayor shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the Mayor. SECTION 5. Election to Guarantee from Motor Vehicle in Lieu Fees. In accordance with the provisions of Section 37351.5 of the California Government Code, the City Council hereby elects to guarantee the lease payments required to be made under the Lease Agreement from moneys credited to the Motor Vehicle License Fee Account in the Transportation Tax Fund to which the City is entitled under Chapter 5 (commencing with Section 11001} of Part 5 of Division 2 of the California Revenue and Taxation Code. The Director of Finance shall, prior to execution of the Lease Agreement, provide notice to the State Controller of such election, which notice shall include a schedule for payments to be made by the City under the Lease Agreement and shall identify the Trustee as the trustee selected by the City for the purposes of such Section. In the event that, for any reason, the funds otherwise available to the City will not be sufficient to make any payment under the Lease Agreement at the time that the payment is required, the Director of Finance shall so notify the Trustee which shall immediately communicate that information to the affected owners of the Certificates and to the State Controller. SECTION 6. Official Actions. The Mayor, the City Manager, the Director of Finance, 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 site leases, assignments, certificates, requisitions, agreements, notices, consents, Resolution No. 17312 Page 4 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 agreements and documents approved pursuant to this Resolution, including but not limited to documentation whereby the Agency agrees to reimburse the City for the payment made to the Developer under the Amended DDA. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning 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 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Presented by Ly~aa~ Christopher ' Director of Finance A~ as to fo~ Resolution No. 17312 Page 5 PASSED, APPROVED and ADOPTED by the City Council of the City of Chula Vista, California, this 23rd day of November, 1993, by the following vote: YES: Councilmembers: Fox, Horton, Moore, Rindone NOES: Councilmembers: None ABSENT: Councilmembers: Nader ABSTAIN: Councilmembers: None ,R. Rin , Pro-Tempore ATTEST: Beverly A. Authelet, 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. 17312 was duly passed, approved, and adopted by the City Council at a joint City Council/Redevelopment Agency meeting of the Chula Vista City Council held on the 23rd day of November, 1993. Executed this 23rd day of November, 1993. Beverly'A. Authelet, City Clerk