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HomeMy WebLinkAboutReso 2004-266 RESOLUTION NO. 2004-266 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MAKING REQUIRED FINDINGS AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SALE AND DELIVERY OF NOT TO EXCEED $29,000,000 2004 CERTIFICATES OF PARTICIPATION, (CIVIC CENTER PROJECT - PHASE I), APPROPRIATING $15,955,550 FROM BOND PROCEEDS AND $3,000,000 FROM THE PUBLIC FACILITY DEVELOPMENT IMP ACT FUND (PFDIF) TO THE CIVIC CENTER . COMPLEX PROJECT (GG-139), AND REIMBURSING UP TO $6,820,450 TO THE PFDIF FUND FOR MONIES PREVIOUSLY SPENT ON THE PROJECT, BASED ON ANTICIPATED PROCEEDS FROM THE SALE OF THE CERTIFICATES OF PARTICIPATION, AND AUTHORIZING CERTAIN DOCUMENTS AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Chula Vista (the "City") is a municipal corporation and a chartered City duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, the City desires to construct, reconstruct, modernize and equip the Civic Center for the City (the "Project"); and WHEREAS, the City wishes to finance the Project with the assistance of the Chula Vista Public Financing Authority (the "Authority") and authorize the sale of the 2004 Certificates of Participation (Civic Center Project - Phase I) (the "Certificates") under the trust agreement described below; and WHEREAS, the City, in order to facilitate the execution and delivery of the Certificates, the City intends to lease to the authority certain real property described herein (the "Site") pursuant to a Site Lease (as defined below) and to lease the Site back rrom the Authority pursuant to the lease (as defined below); and WHEREAS, the City has held a public hearing on the date hereof pursuant to Government Code Section 6586.5 following publication of notice not less than 5 days prior to the hearing, concerning the financing of the Project and the execution and delivery of the Certificates; and WHEREAS, the forms of the documents necessary to finance the Project and provide for the execution and delivery of the Certificates are on file with the City Clerk as described herein; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized· hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; and Resolution 2004-266 Page 2 NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve as follows: SECTION I. Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above and in the preambles of the documents approved herein are true and correct and that the financing of the Project will result in significant public benefits for the residents of the City of the type described in Government Code Section 6586 (a), (c) and (d). SECTION 2. Authorization of Certificates and Appropriations. The City Council hereby authorizes the financing all or a portion of the acquisition, construction, and installation of the Project through the preparation, sale and delivery of Certificates in an amount not to exceed $29,000,000. If the City requests that the Certificates be sold as a single series together with certificates of participation to renovate certain infrastructure improvements in the western portion of the City (the "Inrrastructure Certificates"), then the authorized officers of the Authority are authorized and directed to take such actions as are necessary to implement a single financing plan utilizing a single set of the Agreements (as defined below) for such purpose. The City Council hereby appropriates $15,955,550 from proceeds of the Certificates and $3,000,000 rrom the Public Facility Development Impact Fund (the "PFDIF Fund") to the construction and installation of the Project and authorizes the reimbursement of up to $6,820,450 rrom proceeds ofthe Certificates to the PFDIF Fund for monies previously spent on the Project. SECTION 3. Lease/Purchase Agreement. The form of the Lease/Purchase Agreement dated as of August I, 2004 (the "Lease"), between the City and the Authority, presented to this meeting and on file with the City Clerk (the "Clerk"), is hereby approved. Each of the Mayor of the City (the "Mayor"), the City Manager ofthe City (the "City Manager") and the Director of Finance of the City (the "Director of Finance") or their designees (collectively, the "Authorized Officers"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority the Lease in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of the Authorized Officers. The property to be leased pursuant to the Lease (the "Site") to finance the Project shall consist of the Civic Center site. If the Certificates and the Infrastructure Certificates are sold as a single series of certificates of participation, there shall be added to the Site one or more City fire stations if needed to provide fair rental value for the combined series of certificates of participation. Each of the Authorized Officers is hereby authorized and directed to determine which of the City fire stations, if any, shall be included as a part of the Site as described above. SECTION 4. Site Lease. The form of the Site Lease, dated as of August I, 2004 (the "Site Lease"), between the Authority and the City, presented to this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority the Site Lease in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. SECTION 5. Trust Agreement. The form of the Trust Agreement, dated as of August I, 2004 (the "Trust Agreement"), among the City, the Authority and the Trustee (defined below), presented to this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority and the Trustee the Trust Agreement in substantially said form, with such changes therein as the Authorized Officer or Officers executing the Trust -_.. ___----J Resolution 2004-266 Page 3 Agreement may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of the Authorized Officers. SECTION 6. Appointment of Trustee. BNY Western Trust Company is appointed trustee (the 'Trustee") under the Trust Agreement. SECTION 7. Assignment Agreement. The Assignment Agreement, dated as of August I, 2004, between the Trustee and the Authority in the form on file with the Clerk is hereby approved for execution and delivery by the Authority. SECTION 8. Notice Inviting Bids. The form of the Notice Inviting Bids on file with the Clerk is approved and the City's Financial Advisor is authorized to solicit bids for the sale of the Certificates by publishing once in a newspaper of general circulation in the State of California, not less than 15 days prior to receipt of bids, a short form of the Notice Inviting Bids and to mail to prospective purchasers of the Certificates the Notice Inviting Bids substantially in the form on file with the Clerk together with such changes thereto as the Director of Finance or her designee, approve. The Director of Finance and her designee are authorized, on behalf of the City, to accept the bid of the lowest responsible bidder for the Certificates provided that (a) the principal amount of the Certificates does not exceed $29,000,000 and (b) the true interest cost of the Certificates as calculated by the City's Financial Advisor does not exceed 7.0% per annum. In the event that the Certificates are sold together with the Inrrastructure Certificates as a single series of certificates of participation, the portion of the combined series allocable to the Project as calculated by the City's Financial Advisor shall not exceed $29,000,000. The sale may be conducted through electronic means if the Director of Finance of the City, or her designee, determines that such process will assist the City in obtaining the lowest interest cost for the Project. SECTION 9. Bond Insurance. The Director of Finance and her designee are hereby authorized to (i) solicit bids on a municipal bond insurance policy, (ii) to negotiate the terms of such policy, (iii) to finalize the form of such policy with a municipal bond insurer and (iv) if it is determined that the policy will result in interest rate savings for the City, to pay the insurance premium of for policy from the proceeds of the sale of the Certificates. SECTION 10. Preliminary Official Statement. The form of the Preliminary Official Statement, presented to this meeting and on file with the Clerk, is hereby approved. The Director of Finance and her designee are hereby authorized to make such changes to the Preliminary Official Statement as are necessary to make it final as of its date and are authorized and directed to execute and deliver a certificate deeming the Preliminary Official Statement final as of its date in accordance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Each of the Authorized Officers is hereby authorized and directed to execute, approve and deliver the final Official Statement in the form of the Preliminary Official Statement with such changes, insertions and omissions as the Authorized Officer or Officers executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. SECTION II. Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement, dated as of August I, 2004, between the City and the Trustee (the "Continuing Disclosure Agreement"), presented to this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee the Continuing Disclosure Agreement in substantially said form, with such changes therein as the Authorized Officer or Resolution 2004-266 Page 4 Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more if such Authorized Officers. SECTION 12. Agency Agreement. The form of the Agency Agreement, dated as of August I, 2004, between the City and the Authority (the "Agency Agreement"), presented to this meeting and on file with the Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Authority the Agency Agreement in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of such Authorized Officers. SECTION 13. Attestations. The Clerk and such person or persons as may have been designated by the Clerk to act on her behalf, are hereby authorized and directed to attest the signature of the Authorized Officers designated herein to execute any documents described herein, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of the Lease, the Trust Agreement, the Continuing Disclosure Agreement, the Site Lease and the Official Statement. SECTION 14. Other Actions. The Authorized Officers are each hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which each may deem necessary or advisable (including the payment of a premium for a municipal bond insurance policy, a debt service surety bond, or other form of credit enhancement, and the payment of other costs of issuance approved by the Director of Finance or her designee) in order to consummate the sale, execution and delivery of the Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Certificates, the Lease, the Trust Agreement, the Continuing Disclosure Agreement, the Site Lease, the Agency Agreement, the Notice Inviting Bids, the Preliminary Official Statement, and the Official Statement. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. In the event that it is determined by the Director of Finance, or her designee, that there are limitations or restrictions on the ability of the City to lease any portion of the Site as contemplated by the Site Lease and the Lease, the Director of Finance, or her designee, may designate other real property of the City to be leased pursuant to the Site Lease and the Lease with such designation to be conclusively evidenced by the execution and delivery of the Site Lease and the Lease by one or more of the Authorized Officers. SECTION 15. Effect. This resolution shall take effect immediately upon its passage. Presented By Approved as to l{}k ~pAO-j(YÅ- Mar;1. Kachadoon Fin ce Director (~~¡ Ann Moore City Attorney _.~.__.-._-~ Resolution 2004-266 Page 5 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 3rd day of August, 2004, by the following vote: AYES: Councilmembers: Davis, McCann, Salas and Padilla NAYS: Councilmembers: None ABSENT: Councilmembers: None ABSTAIN: Councilmembes: Rindone ê:;;} ilL ATTEST: ~Lu.. 1', . 73..~J CJ. ./ Susan Bigelow, MMC, City erk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2004-266 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 3rd day of August, 2004. Executed this 3rd day of August, 2004. -~L1A. '/~d o---J Susan Bigelow, MMC, City rk