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Home My WebLink AboutRDA Reso 2003-1822 RESOLUTION NO. 1822 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING (1) THE SALE AND DELIVERY BY THE CHULA VISTA FINANCING AUTHORITY OF THE 2003 REFUNDING CERTIFICATES OF PARTICIPATION (TOWN CENTRE II PARKING PROJECT) IN A PRINCIPAL AMOUNT NOT-TO-EXCEED $13,000,000; (2) THE REFUNDING OF THE CITY'S 1993 CERTIFICATES OF PARTICIPATION; AND (3) CERTAIN AGENCY ACTIONS AND DOCUMENTS REQUIRED IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of Chula Vista (herein referred to as the "Agency") is a redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the California Community Redevelopment Law, Health and Safety Code Sections 33000, et seq. ("CRL") and has been authorized to transact business and exercise powers of a redevelopment agency pursuant to action of the City Council of the City of Chula Vista (the "City"); and WHEREAS, the Agency and the City have caused to be executed and delivered the City's Certificates of Participation (Capital Improvements Project) 1987 Series A in the aggregate principal amount of $9,835,000 (the "1987 Certificates") for the purpose of acquiring a leasehold interest in land for use for public parking (the "Leased Parcel"), each certificate representing a direct, undivided fractional interest in lease payments made by the City to the Agency under a Lease Agreement, dated as of September I, 1987, as amended by that First Amendment to Lease dated as of June 30, 1992 and that Second Amendment to Lease Agreement, dated as of February 1, 1993, by and between the City and the Agency, whereby the Agency subleased the Leased Parcel to the City (the "1987 Lease Agreement"); and WHEREAS, in connection with the execution and delivery of the 1987 Certificates, the Leased Parcel was leased to the Agency by Homart Development Co, a Delaware corporation (the "Developer") pursuant to a Site Lease, dated as of September 1,1987, as amended by that certain First Amendment to Site Lease dated as of June 30, 1992 and that Second Amendment to Site Lease, dated as of February 1, 1993 (the "1987 Site Lease"); and WHEREAS, in connection with the execution and delivery of the 1987 Certificates, the City sub- subleased the Leased Parcel back to the Developer and the Developer agreed to maintain and repair the Leased Parcel pursuant to an Operating Lease, dated as of September I, 1987, as amended by that certain First Amendment to Operating Lease dated as of June 30, 1992 and that Second Amendment to Operating Lease, dated as of February 1, 1993, by and between the City and the Developer (the "1987 Operating Lease"); and WHEREAS, in connection with the execution and delivery of the 1987 Certificates, the City and the Agency entered into a Cooperation and Reimbursement Agreement, dated as of September 1, 1987, which was amended by that certain First Amendment to Cooperation and Reimbursement Agreement dated as of February I, 1993 (the "1987 Reimbursement Agreement"), whereby the Agency agreed to reimburse the City for payments made under the 1987 Lease, as amended, from tax increment revenues available to the Agency from the Town Centre II Redevelopment Area (the "Project Area"); and WHEREAS, the City has previously caused to be executed and delivered the $11,285,000 1993 Refunding Certificates of Participation (Town Centre II Parking Project) (the "1993A Certificates"), the Resolution No. 1822 Page 2 proceeds of which were used to prepay the 1987 Certificates and which were secured by lease payments to be made under and pursuant to the terms the 1987 Lease Agreement as amended; and WHEREAS, in connection with the execution and delivery of the 1993A Certificates, the Developer agreed to continue to perform its obligations under the 1987 Operating Lease in the event of a default by the City under the 1987 Lease Agreement pursuant to a Recognition and Attornment Agreement, by and among the Agency, the City; and WHEREAS, the City has previously caused to be executed and delivered the $3, J 15,000 1993 Certificates of Participation (Town Centre II Parking Project-Phase Two) (the "1993B Certificates") (together, with the 1993A Certificates, the "1993 Certificates"), the proceeds of which were used to finance the construction of a parking structure located in the Project Area and which were secured by lease payments under and pursuant to the terms the 1993 Lease Agreement; and WHEREAS, in connection with the execution and delivery of the 1993B Certificates, the City and the Agency have heretofore entered into a Lease Agreement, dated as of December I, 1993 (the "1993 Lease Agreement") pursuant to which the Agency agreed to lease to the City (i) Fire Station No.1, (ii) certain land and improvements constituting the Community Development Office and Legislative Office and (iii) certain land constituting Marina View Park; and WHEREAS, in order to refinance and defease the 1993 Certificates, the Agency and the City have determined that it would be in the best interests of the Agency, the City and residents of the City to authorize the preparation, sale and delivery by the Chula Vista Public Financing Authority ("Finance Authority") of the 2003 Refunding Certificates of Participation (Town Centre II Parking Project) in an aggregate principal amount not to exceed $13,000,000 (the "Certificates"), which Certificates evidence fractional interests in certain lease payments to be made pursuant to a Lease Agreement between the City and the Financing Authority dated as of June 1,2003. WHEREAS, in order to refinance the 1993 Lease Agreements and refinance and defease the ] 993 Certificates, the Agency desires to enter into two Escrow Agreements, each between the City, the Agency and BNY Western Trust Company, as Escrow Bank (collectively, the "Escrow Agreements"); and WHEREAS, in order to facilitate the execution and delivery of the Certificates, and the refunding of the 1993 certificates, the Agency desires to do any and all things to execute and deliver any and all documents which it deems necessary in order to consummate the sale and delivery of the Certificates and the refunding of the 1993 Certificates. NOW, THEREFORE, the Agency Board does hereby resolve as follows: SECTION]. Recitals. The foregoing Recitals are true and correct and are a substantive part of this Resolution. SECTION 2. Certificates. This Board hereby approves the sale and delivery of the Certificates by the Finance Authority in an aggregate principal amount not to exceed $13,000,000 in accordance with the terms and provisions of the Trust Agreement. One of the purposes for which the proceeds of the sale of the Certificates shall be expended is to prepay the 1993 Lease Agreements and refinance and defease the 1993 Certificates, and the Agency consents to the refinancing. SECTION 3. Escrow Agreements. The forms of the Escrow Agreements, each dated as of June 1, 2003 (collectively, the "Escrow Agreements"), each between the City, the Agency and BNY Western Trust Company, as Escrow Bank, presented to this meeting and on file with the Clerk, are hereby approved. The Resolution No. 1822 Page 3 Chair, Vice Chair, Executive Director, Treasurer, Secretary and other officers of the Agency (the "Authorized Officers") are hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Escrow Bank the Escrow Agreements in substantially said form, with such changes therein as such Authorized Officer or Authorized Officers executing such document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Other Actions. The Authorized Officers of the Agency are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable (including documents terminating or amending the 1987 Reimbursement Agreement and any of the other agreements executed in connection with the ] 987 Certificates and 1993 Certificates and any agreements with General Growth Properties, as successor to Homart Development Co., or its successors and assigns) in order to (a) consummate the sale and delivery of the Certificates, and the execution of the Agreements; (b) cause the continued effectiveness of operating covenants for the benefit of the Agency contained in the ]987 Operating Lease; and (c) otherwise effectuate the purposes of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 5. Effect. This Resolution shall take effect from and after its date of adoption. Resolution No. 1822 Page 4 ADOPTED AND APPROVED this 20th day of May, 2003, by the following vote: AYES: Members Davis, Rindone, Salas, McCann, and Chair Padilla NOES: None ABSTENTIONS: None c?J~ ABSENT: None Chair Stephe C. Padilla Board of Directors Redevelopment Agency of the City of Chula Vista 1 hereby certify that the foregoing resolution was duly introduced, passed and adopted at the time and place and by the vote as noted above. Lurie A. Madiga E ecutive Secretary Redevelopment Agency of the City ofChula Vista APPROVED AS TO FORM ~~ Agency Attorney