Loading...
HomeMy WebLinkAboutReso 1985-12078 RESOLUTION NO. 12078 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE ISSUANCE OF /~ $3,000,000 PRINCIPAL AMOUNT OF BONDS OF THE CITY OF CHULA VISTA TO PROVIDE FINANCING FOR COMMERCIAL FACILITIES TO BE DEVELOPED BY THE HOME DEPOT, INC, WHEREAS, the City of Chula Vista (the "City") is a chartered city of the State of California and as such is authorized under the provisions of Chapter 3.48 of the Chula Vista Municipal Code, added by Ordinance No." 1970, adopted by the City Council of the City on November 2, 1981, (the "Law") to issue its tax-exempt industrial revenue bonds for the purpose of financing commercial and industrial projects in the City; and WHEREAS, the Home Depot, Inc., a Delaware corporation, (the "Participating Party") has requested the City to issue and sell its industrial revenue bonds (the "Bonds") under the Law for the purpose of providing a loan to the Participating Party to finance the construction, acquisition and improvement of an approximately 80,000 square foot retail shopping facility, together with related and appurtenant structures, facilities and equipment to be located on real property situated at the southeast corner of the intersection of Interstate 805 and H Street in the City (the "Project"); and WHEREAS, the Participating Party has complied with all applicable requirements of the Law, and the City Council has heretofore adopted its resolution preliminarily approving the issuance of the Bonds in the aggregate principal amount of $3,000,000 for the Project; and WHEREAS, the Participating Party has requested the City to authorize the issuance of the Bonds at this time to provide financing for the Project; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista as follows: Section 1. Acts and Conditions Precedent. The City Council has reviewed~ proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the City Council is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Resolution. Section 2. Authorization. Bonds in the aggregate principal amount of not to exceed Three Million Dollars ($3,000,000) are hereby authorized to be issued by the City under and subject to the terms of the Law, this Resolution and the Supplemental Resolution referred to in Section 13 (the "Supplemental Resolution"). This Resolution and the Supplemental Resolution constitute a continuing agreement with the owners of all of the Bonds issued or to be issued hereunder and outstanding to secure the full and final payment of principal of and premiums, if any, and the interest on all Bonds, subject to the covenants, agreements, provisions and conditions herein and therein contained. The purpose for which the Bonds shall be issued is to provide funds to make a loan to the Participating Party, for the purpose of providing financing for the acquisition, construction and improvement of the Project pursuant to the Law. The Bonds shall be designated the "City of Chula Vista Variable Rate Demand Commercial Development Revenue Bonds (The Home Depot, Inc. Project)" or any similar such designation as set forth in the Supplemental Resolution. Section 3. Principal Amount and Form of Bonds. The Bonds shall be dated as set forth in the Supplemental Resolution. The Bonds shall be issued in the form of fully registered Bonds. The Bonds, the form of assignment and the certificate of authentication and registration to appear thereon shall be substantially in the respective forms to be set forth in the Supplemental Resolution. Section 4. Payments, Maturity. The Bonds shall be paid in such installments a-t~"-~uch times and over such number of years as shall be prescribed in the Supplemental Resolution. Payment of both principal and interest on the Bonds shall be made to the person whose name appears on the Bond registration books of the Trustee as the registered owner thereof, such payment to be made by check or draft mailed by the Trustee to the registered owner at his address as it appears on the registration books or at such other address as he may have filed with the Trustee for that purpose, or alternatively such payment to be made by wire transfer, bookkeeping entry or other method if requested by such registered owner and acceptable to the Trustee. Section 5. Redemption. The Bonds shall be subject to such redemption provisions, if any, as shall be provided in the Supplemental Resolution. Section 6. Interest. The Bonds shall bear interest from their date at su--~l~ rate or rates Twhich shall not be limited by the terms hereof or of the Law and which may be fixed or variable) as shall be prescribed by the City Council upon the sale of the Bonds to the initial purchasers. Section 7. Execution of Bonds. The Bonds shall be executed on behalf o~y by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of execution of such Bond shall be the proper officers of the City al though any such person shall not have held such office on the date of issuance of such Bond. Section 8. Additional Bonds. Additional Bonds on a parity with the Bonds may no-5~-be issued hereunder or under the Supplemental Resolution. -2- Section 9. Appointment of Trustee. The City shall appoint a trustee (~tee") for the purpose of receiving all revenues derived from the Project and from the loan to the Participating Party to provide for the financing of the Project, and for the purpose of applying such revenues to the payment of the Bonds. The Trustee shall be responsible for holding all funds with respect to the Bonds and collecting, investing and disbursing such funds. In an event of default gas defined in the Supplemental Resolution, all remedies of the City and the Bond Owners shall be exercised by the Trustee as provided in the Supplemental Resolution. Section 10. Assignment to Trustee. The City shall transfer, assign and set over to the Trustee all of the revenues derived from the financing of the Project out of the proceeds of the Bonds. Such assignment shall be for the benefit of the owners of the Bonds. Section ll. Limitation of Liability to Revenues. Notwithstanding anything herein or in the Supplemental Resolution contained, the City shall not be required to advance any moneys derived from the proceeds of taxes collected by the City or from any other source of income of the City other than the revenues derived from the Pro]etc. The Bonds are payable from and secured by such revenues only. The term "revenues" as used herein and in the Supplemental Resolution shall include all payments made by the Participating Party under a loan agreement with the City (including but not limited to any amounts credited towards the obligations of the Participating Party under such loan agreement), proceeds of insurance or condemnation with respect to the Project, investment of funds held by the Trustee, and such other special sources as may be more fully described in the Supplemental Resolution. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of principal of or interest on the Bonds. Each of the Bonds shall contain on the face thereof a statement to the following effect: "Neither the faith and credit nor the taxing power of the City of Chula Vista is pledged to the payment of the principal of or interest on this Bond." Section 12. Loan Agreement. The City shall, on or prior to the date of sale of the Bonds to the initial purchasers, authorize and direct the execution, by the appropriate officers of the City, of a Loan Agreement between the City and the Participating Party providing for the loan of Bond proceeds to the Participating Party to finance the Project. Such agreement shall (1) provide for the loan of Bond proceeds by the City, (2) provide for repayment of such loan to the Trustee at times and in amounts fully sufficient to pay debt service on the Bonds as it becomes due, (3) provide for mandatory prepayment or optional prepayment under such other circumstances and in such manner as shall correspond to any respective provisions of the Supplemental Resolution for mandatory or optional redemption of the Bonds, (4) state the unconditional and absolute nature of the Participating Party's obligations thereunder, (5) specify insurance requirements, if any, and (6) contain such other necessary or desirable terms and provisions as may be appropriate to the financing. -3- Section 13. Supplemental Resolution. The City Council shall adopt a resolution (the "Supplemental Resolution") on or before the date of sale of the Bonds to the initial purchasers, providing the form of the Bonds and such additional terms and provisions of the Bonds as the City Council shall deem advisable. Such Supplemental Resolution may take the form of an Indenture of Trust or Trust Agreement approved by resolution of the City Council. Such terms and provisions may include, but are not limited to, any of the following: 1. Provisions for the transfer and exchange of Bonds; 2. Provisions for the establishment and application of funds for the allocation of revenues derived from the Project; 3. Provisions for the investment of funds held by the Trustee; 4. "Provisions with respect to the exemption of interest on the Bonds from federal or State of California income taxation. 5. Provisions for the amendment of this Resolution or the Supplemental Resolution with or without the consent of the owners of the Bonds; 6. Definition of events of default and provisions for acceleration and other remedies in any such event of default; and 7. Such other necessary or desirable terms and provisions as may be appropriate to the financing, including terms and conditions amendatory of terms and conditions contained in this Resolution. Section 14. Employment of Bond Counsel~ Authorization to Prosecute Validation Proceedings. dones Hall Hill & White, A Pro~essional Law Corporation ("Bond Counsel"), is hereby approved to act as bond counsel to the City in connection with the issuance of the Bonds, and the appropriate officer of the City is hereby authorized and directed to execute that certain Agreement by and between the City and Bond Counsel, dated of even date herewith. Bond Counsel is hereby authorized and directed to institute and prosecute to completion any proceedings in the San Diego County Superior Court deemed necessary by such firm to obtain a Judgment upholding the validity of the Bonds. Section 15. Effective Date. This resolution shall take effect from and after the date of its passage and adoption. Presented by Approved as to form by ~.~.omas Community Development Director ~PC 1635H -4- ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF · IULA VISTA, CALIFORNIA, this 2nd day of. July 85 , by the following vote, to-wit: 'ES: Councilmembers McCandliss, Scott, Moore, Cox ~,YES: Council members None :~STAIN: Councilmembers Malcolm 3SENT: C0unci ] members None M~ayor (~ th~ City of Chula Vista ~,/ City'Clerkf- - ~ 'ATE OF CALIFORNIA ) )UNTY OF SAN DIEGO ) ss. FY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California, HEREBY CERTIFY thor the above ond foregoing is 0 full, true ond correct copy of RESOLUTION NO. 12078 ,and that the same has not been amended or repealed. TED (seal) City Clerk -660