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HomeMy WebLinkAboutReso 1985-12263 RESOLUTION NO. 12263 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE AND SALE OF $4,400,000 PRINCIPAL AMOUNT OF VARIABLE RATE DEMAND CHARTER CITY REVENUE BONDS (THE HOME DEPOT, INC. PROJECT), APPROVING INDENTURE OF TRUST, LOAN AGREEMENT AND RELATED DOCUMENTS, APPROVING PLACEMENT MEMORANDUM AND AUTHORIZING OFFICIAL ACTION The City Council of the City of Chula Vista does hereby resolve as follows: WHEREAS, the City of Chula Vista (the "City") proposes to issue its Variable Rate Demand Charter City Revenue Bonds {The Home Depot, Inc. Project) in the aggregate principal amount of $4,400,000, (the "Bonds") under and pursuant to the provisions of Chapter 3.48 of the Chula Vista Municipal Code {the "Law") in order to provide funds to make a loan to The Home Depot, Inc., a Delaware corporation, {the "Company") pursuant to a proposed Loan Agreement dated as of December l, 1985, (the "Loan Agreement") by and among the City, the Company and Dai-Ichi Kangyo Bank of California as trustee {the "Trustee"), to finance the acquisition, construction and improvement of land and an approximately 80,000 square foot home improvement retail shopping facility and related property to be located at the southeast corner of the intersection of Interstate 805 and H Street in the City; and WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of Trust dated as of December l, 1985, {the "Indenture") by and between the City and the Trustee, and are to be secured by an irrevocable direct-pay letter of credit to be issued by Westpac Banking Corporation; and WHEREAS, the Indenture provides that the Bonds are to be subject to optional and mandatory tender by the owners thereof under certain circumstances, and Security Pacific Capital Markets Group {Security Pacific National Bank) has proposed to act as remarketing agent in connection with such tenders, pursuant to a Remarketing Agreement dated as of December 1, 1985, (the 'Remarketing Agreement") by and between the City and said remarketing agent; and WHEREAS, the City has heretofore called and conducted a public hearing on the issuance of the Bonds as required by Section 103(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, Security Pacific Capital Markets Group {Security Pacific National Bank) as placement agent {the "Placement Agent") has proposed to place the sale of the Bonds pursuant a Placement Agent Agreement dated as of December 1, 1985, (the "Placement Agent Agreement") by and among the City, the Placement Agent and the Company, and in connection with the marketing of the Bonds the Placement Agent has caused to be prepared a Placement Memorandum describing the Bonds and the financing to be accomplished thereby; and WHEREAS, the City Council approves said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista as follows: Section 1. Issuance of Bonds; Indenture. The City Council hereby authorize~uance of the Bonds pursuant to and in accordance with the terms and provisions of the Law and the Indenture, all of which terms and Provisions are incorporated herein by reference. The City Council hereby approves and authorizes the delivery and performance of the Indenture in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessa~ or advisable by the Mayor. The Mayor and the City Clerk are hereby authorized and directed to execute, attest and affix the seal of the City to the Indenture for and in the name and on behalf of the City. Section 2. Loan Agreement. The City Council hereby approves and authorizes th--~----delivery and performance of the Loan Agreement, in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the Mayor. The Mayor and the City are hereby authorized and directed to execute, attest and affix the seal of the City to the Loan Agreement for and in the name and on behalf of the City. Section 3. Remarketin9 Agreement. The City Council hereby approves and autho~ delivery and performance of the Remarketing Agreement, in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the Mayor. The Mayor and the City are hereby authorized and directed to execute, attest and affix the seal of the City to the Remarketing Agreement for and in the name and on behalf of the City. Section 4. Placement of Bonds. The City Council hereby authorizes the appo~ o--f Security Pacific Capital Markets Group (Security Pacific National Bank) to act as placement agent of the City in connection with the sale of the Bonds, pursuant to the Placement Agent Agreement in substantially the form on file with the City Clerk. The Placement Agent Agreement is hereby approved together with a~y additions thereto or changes therein deemed necessary or advisable by the Mayor. The Mayor is hereby authorized and directed to execute the Placement Agent Agreement upon the execution thereof by the Placement Agent. The City Council hereby authorizes and directs the sale and placement of the Bonds by the Placement Agent on behalf of the City in accordance with the terms and provisions of the Placement Agent Agreement. Section 5. Placement Memorandum. The City Council hereby approves the Placement Memorandum describing the Bonds, in substantially the form submitted by the Placement Agent and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Mayor. The City Council hereby authorizes the distribution of the Placement =2= Memorandum by the Placement Agent in connection with the placement of the Bonds. The Mayor is hereby authorized and directed to approve any changes in or additions to a f~nal form of said Placement Memorandum deemed advisable by the Mayor, and to execute the final form of said Placement Memorandum for and in the name and on behalf of the City. Section 6. Official Action. All actions heretofore taken by the officers and agents of the City with respect to the issuance and sale of the Bonds are hereby approved, confirmed and ratified. The Mayor, the Community Development Director, the City Clerk, the Finance Director 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, demands, requisitions, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessa~ or advisable in order to consummate the lawful issuance sale and delivery of the Bonds pursuant to the documents described herein. Section 7. Effective Date. This resolution shall take effect from and after the date of its passage and adoption. Presented by Approved as to form by Paul G. D~esrochers .. ~homas J. ~r~on, City Attorney Community Development Director WPC 1951H -3- ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this, 26th day of November 19. 85 , by the following vote, to-wit: AYES: C0uncilmembers SCott, McCandliss, Cox, Moore NAYES: Councilmembers None ABSTAIN: Counci lmembers None ABSENT: Counci 1 members Malcolm City of Chula Vista city c er ' d STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, Calitornia, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 12263 ,and /hat the same has not been amended or repealed. DATED. (seal) City Clerk CC-660