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HomeMy WebLinkAboutReso 1992-16822 RESOLUTION NO. 16822 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING ISSUANCE AND SALE OF NOT TO EXCEED $8,560,000 PRINCIPAL AMOUNT OF 1992 REFUNDING REVENUE BONDS RELATING TO CHULA VISTA HARINA/RV PARK PROJECT, APPROVING RELATED AGREEMENTS AND OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, pursuant to the municipal affairs posers of the City, the City Council has previously adopted its Ordinance No. 1970 on February 9, 1982, as amended (the "Ordinance"}, authorizing the issuance of revenue bonds for projects which promote economic development within the City, and has previously issued its City of Chula Deposit With Lender Revenue Bonds (Bank of America National Trust and Savings Association}, Issue of 1982 in the aggregate principal amount of $9,600,000 {the "1982 Bonds") pursuant to the Ordinance for the purpose of providing funds to make a time deposit with the Bank of America National Trust and Savings Association {the "Bank") pursuant to a Time Deposit Agreement dated as of November 1, 1982, {the "Time Deposit Agreement"); and, WHEREAS, in accordance with the Time Deposit Agreement the Bank has previously made two mortgage loans {collectively, the "Mortgage Loan") to Chula Vista Marina/RV Park, Ltd., a California Limited Partnership {the "Company"), to finance the acquisition and construction of a marina and recreational vehicle park in the tidelands area of the City; and, WHEREAS, in order to realize substantial interest rate savings the City proposes to issue its City of Chula Vista Loan to Lender Revenue Bonds {Bank of America National Trust and Savings Association}, Series 1992 {the "Bonds") under and pursuant to the Ordinance and the Indenture of Trust dated as of October 1, 1992 (the "Indenture"}, by and between the City and First Interstate Bank of California, as trustee (the "Trustee"), to raise moneys to make a loan to the Bank to refinance the its obligations under the Time Deposit Agreement, and thereby refinance the 1982 Bonds and the obligations of the Company under the Mortgage Loan in accordance with a Refunding Agreement dated as of October 1, 1992 (the "Refunding Agreement"), by and among the City, the Trustee and the Bank; and, WHEREAS, the City Council wishes at this time to authorize the issuance of the Bonds and authorize and direct proceedings for the sale thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA as follows: SECTION 1. Issuance of Bonds; Approval of Indenture. The City Council hereby authorizes the issuance of the Bonds in the aggregate principal amount of not to exceed $8,560,000. The Bonds shall be issued pursuant to the Ordinance and the Indenture, in substantially the form thereof on file with the City Clerk together with any additions thereto or changes therein Resolution No. 16822 Page 2 approved by the Finance Director. Execution of the Indenture by the Mayor and the City Clerk shall be conclusive evidence of approval of the final form of the Indenture. The City Mayor is hereby authorized to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the Indenture for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture. SECTION 2. Purpose of Bonds; Approval of Related Agreements. The proceeds of the Bonds shall be applied to make a loan to the Bank to refund the Bank's obligations under the Time Deposit greement, pursuant to the Loan Agreement in substantially the form thereof on file with the City Clerk together with any additions thereto or changes therein approved by the Finance Director. Amounts received from the refunding of the Time Deposit Agreement shall be applied to refund the 1982 Bonds, pursuant to the Refunding Agreement in substantially the form thereof on file with the City Clerk together with any additions thereto or changes therein approved by the Finance Director. As a result of such refundings, the obligations of the Company under the Mortgage Loan shall be refunded in full, pursuant to the Program Agreement in substantially the form thereof on file with the City Clerk together with any additions thereto or changes therein approved by the Finance Director. The Mayor is hereby authorized to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the Loan Agreement, the Refunding Agreement and the Program Agreement for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Loan Agreement, the Refunding Agreement and the Program Agreement. Execution of the Loan Agreement, the Refunding Agreement and the Program Agreement by the Mayor and the City Clerk shall be conclusive evidence of approval of the final form of said agreements. SECTION 3. Sale of Bonds. The City Council hereby authorizes the sale of the Bonds to the Miller & Schroeder Financial, Inc. (the "Underwriter"), pursuant to and in accordance with a Bond Purchase Agreement in substantially the form on file with the City Clerk together with any additions thereto or changes therein approved by the Finance Director, whose execution shall be conclusive evidence of approval of the final form of such agreement. The City Council hereby delegates to the Finance Director the authority to accept an offer from the Underwriter to purchase the Bonds and to execute the Bond Purchase Agreement for and in the name and on Resolution No. 16822 Page 3 behalf of the City; prov(ded, however, that the weighted average rate of interest borne by all of the Bonds shall not exceed seven percent (74) per annum and the purchase price paid to the City for the ~uF~9~a2~ of Bonds shall not be less than ninety-eight percent g8 the par amount thereof. 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 relating to the Bonds, in the form on file with the City Clerk. The Underwriter is hereby authorized to distribute the Official Statement in connection with the marketing of the Bonds. The Mayor is hereby authorized and directed to (a) execute and deliver to the City a certificate deeming the preliminary Official Statement to be nearly final ~rior to the distribution thereof by the Underwriter, (b approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the City. SECTION 5. Engagement of Professional Services. The firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby appointed to act as bond counsel in connection with the issuance and sale of the Bonds. Compensation to such firmshall be contingent upon the successful issuance and sale of the Bonds. The Finance Director is hereby authorized and directed to execute the agreement between the City and said firm, known as document number C092-161, a copy of which is on file in the office of the City Clerk. SECTION 6. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Mayor, the City Manager, the Finance Director, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein. 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 Resolution No. 16822 Page 4 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 approval and adoption thereof. Presented by Chris Salomone Bruce M. Boogaa~ Community Development Director City Attorney Resolution No. 16822 Page 5 PASSED, APPROVED and ADOPTED by the City Council of the City of Chula Vista, California, this 22nd day of September, 1992, by the following vote: YES: Councilmembers: Horton, Malcolm, Moore, Rindone, Nader NOES: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembers: None Tim Nader, Mayor ATTEST: Vicki Soderquist, De~ 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. 16822 was duly passed, approved, and adopted by the City Council held on the 22rid day of September, 1992. Executed this 22nd day of September, 1992. \ Vi~ki SOderauist, DepraVity Clerk