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HomeMy WebLinkAboutReso 2006-052 RESOLUTION NO. 2006-052 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 $2,500,000 2006 CERTIFICATES OF PARTICIPATION (NATURE CENTER PROJECT), APPROPRIATING THE NET PROCEEDS THEREOF TO THE NATURE CENTER PROJECT (GG-I75) AND AUTHORIZING REIMBURSEMENT OF UP TO $1,536,949 TO THE GENERAL FUND FOR MONIES PREVIOUSLY SPENT ON THE PROJECT FROM THE SALE OF THE CERTIFICATES OF PARTICIPATION, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Chula Vista (City) is a municipal corporation and a charter city duly organized and existing under and pursuant to the Constitution and laws of the State of California (State); and WHEREAS, the Chula Vista Public Financing Authority (Authority) has assisted the City to finance the construction, reconstruction, modernization and equipping of the Civic Center and the installation and renovation of certain infrastructure improvements in the western portion of the City including street, drainage and park improvements through the execution and delivery of the $37,240,000 City of Chula Vista 2004 Certificates of Participation (Ciyic Center Project - Phase 1) (2004 Certificates) pursuant to that certain Trust Agreement, dated as of September 1, 2004 (Original Trust Agreement), by and among the City, the Authority and The Bank of New York Trust Company, N.A., as successor-in-interest to BNY Western Trust Company; and WHEREAS, in order to facilitate the execution and delivery of the 2004 Certificates, the City leased to the Authority the real property (Site) set forth in Exhibit A to that certain Site Lease, dated as of September 1, 2004 (Original Site Lease), by and between the City and the Authority, and the Authority simultaneously leased back the Site and the improvements located thereon to be constructed with the proceeds of the 2004 Certificates (together, the Leased Premises) to the City pursuant to that certain LeaselPurchase Agreement, dated as of September 1,2004 (Original Lease), by and between the City and the Authority; and WHEREAS, the Original Trust Agreement and the Assignment Agreement, dated as of September 1, 2004 (Original Assignment Agreement), by and between the Authority and the Trustee, allow for the execution and delivery of Additional Certificates (as that term is defined in the Original Trust Agreement) to finance additional improvements for the City; and Resolution No. 2006-052 Page 2 WHEREAS, the City desires to cause the Trustee to execute and deliver the 2006 Certificates of Participation (Nature Center Project), in the aggregate principal amount not to exceed $2,500,000 (2006 Nature Center Certificates), in order to provide financing for the acquisition, construction, reconstruction, modernization and equipping of the Nature Center (Nature Center Project); and WHEREAS, to accomplish the sale, preparation, execution and deliyery of the 2006 Certificates, the City desires to enter into that certain First Amendment to Site Lease, dated as of March 1, 2006 (First Amendment to Site Lease), by and between the City and the Authority and that certain First Amendment to LeaselPurchase Agreement, dated as of March 1, 2006 (First Amendment to Lease/Purchase Agreement), by and between the City and the Authority in order to add certain real property and improvements to the Site and the Leased Premises, consisting of Montevalle Park and Salt Creek Park (Additional Property), and to make certain other amendments thereto; and WHEREAS, to facilitate the execution and deliyery of the 2006 Nature Center Certificates, the City desires to enter into that certain Amended and Restated Trust Agreement, dated as of March 1, 2006 (Amended and Restated Trust Agreement), by and among the Authority, the City and the Trustee and that certain First Amendment to Assignment Agreement, dated as of March 1, 2006 (First Amendment to Assignment Agreement), by and between the Authority and the Trustee; and WHEREAS, to facilitate the acquisition and construction of the Nature Center Project, the City will act as agent for the purposes of the acquisition, construction, reconstruction, modernization and equipping of the Nature Center Project pursuant to an Agency Agreement (2006 Certificates of Participation), dated as of March 1, 2006 (Agency Agreement), by and between the Authority and the City, the form of which has been presented to this City Council at the meeting at which this Resolution is being adopted; and WHEREAS, the City has held' a public hearing on the date hereof pursuant to Goyernment Code Section 6586.5 following publication of notice not less than five days prior to the hearing, concerning the financing of the Nature Center Project and the execution and delivery of the 2006 Nature Center Certificates; and WHEREAS, the forms of the documents necessary to finance the Nature Center Project and provide for the execution and deliyery of the 2006 Nature Center 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 execution and delivery of the 2006 Nature Center Certificates 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 No. 2006-052 Page 3 WHEREAS, prior to the issuance of the 2006 Nature Center Certificates the City desires to incur certain expenditures with respect to the Nature Center Project from ayailable monies of the City which expenditures are desired to be reimbursed by the City from a portion of the proceeds of the sale of the 2006 Nature Center Certificates. NOW, THEREFORE, the City Council of the City ofChula Vista does hereby resolve as follows: SECTION L 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 Nature Center 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 2006 Nature Center Certificates. The City Council hereby authorizes the financing all or a portion of the acquisition, construction, reconstruction, modernization and equipping of the Nature Center Project through the preparation, sale and delivery of the 2006 Nature Center Certificates in an amount not to exceed $2,500,000. In the event that the City Council approves the execution and deliyery of the 2006 Certificates of Participation (Ciyic Center Project - Phase 2) (2006 Civic Center Phase 2 Certificates), then the 2006 Nature Center Certificates and the 2006 Civic Center Phase 2 Certificates may be combined into a single series of certificates of participation and be sold together as directed by the City Manager, the Director of Finance or their designees, and a single set of the financing documents described herein shall be used for the combined series. In the event that the 2006 Ciyic Center Phase 2 Certificates are not approyed by the City Council, then the 2006 Nature Center Certificates may be sold separately in accordance with this Resolution. The City Council hereby appropriates the proceeds of 2006 Nature Center Certificates deposited to the Project Fund established under the Amended and Restated Trust Agreement to the acquisition, construction, reconstruction, modernization and equipping of the Nature Center Project. SECTION 3. First Amendment to Lease/Purchase Agreement. The form of the First Amendment to Lease/Purchase Agreement presented to this meeting and on file with the City Clerk (Clerk), is hereby approved. Each of the Mayor of the City (Mayor), the City Manager of the City (City Manager) and the Director of Finance of the City (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 First Amendment to LeaselPurchase Agreement in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approye, such approval to be conclusiyely evidenced by the execution and delivery thereof by one or more of the Authorized Officers. The property to be leased pursuant to the First Amendment to LeaselPurchase Agreement to finance the Nature Center Project shall consist of the Leased Premises and the Additional Property, and the City Council hereby finds and determines that the annual lease payments and additional payments due under the Original Lease as amended by the First Amendment to LeaselPurchase Agreement in each fiscal year will not exceed the fair rental value of the Leased Premises and the Additional Property during such fiscal year, and further determines that, if the 2006 Nature Center Certificates of Participation and the 2006 Civic Center Resolution No. 2006-052 Page 4 Phase 2 Certificates are sold in a single series of certificates of participation, the annual lease payments and additional payments due under the Original Lease as amended by the First Amendment to LeaselPurchase Agreement in each fiscal year will not exceed the fair rental yalue of the Leased Premises and the Additional Property in such fiscal year. SECTION 4. First Amendment to Site Lease. The form of the First Amendment to Site Lease 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 First Amendment to Site Lease in substantially said form, with such changes therein as the Authorized Officer or Officers executing the same may require or approye, such approval to be conclusively evidenced by the execution and delivery thereof by one or more of the Authorized Officers. SECTION 5. Amended and Restated Trust Agreement. The form of the Amended and Restated Trust 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 and the Trustee the Amended and Restated Trust Agreement in substantially said form, with such changes therein as the Authorized Officer or Officers executing the Amended and Restated Trust Agreement may require or approve, such approyal to be conclusiyely evidenced by the execution and deliyery thereof by one or more of the Authorized Officers. SECTION 6. Appointment of Trustee. The Bank of New York Trust Company, N.A. shall continue to act as trustee (Trustee) under the Amended and Restated Trust Agreement unless and until replaced in accordance with the proyisions of the Amended and Restated Trust Agreement. SECTION 7. First Amendment to Assignment Agreement. The First Amendment to Assignment Agreement substantially in the form on file with the Clerk is hereby approyed for execution and delivery by the Authority. SECTION 8. Official Notice of Sale. The form of the Official Notice of Sale on file with the Clerk is approyed and the City's Financial Advisor is authorized to solicit bids for the sale of 2006 Nature Center Certificates by publishing once in The Bond Buyer, not less than 5 days prior to receipt of bids, a short form of the Official Notice of Sale and to distribute or make ayailable to prospectiye purchasers of 2006 Nature Center Certificates the Official Notice of Sale 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 2006 Nature Center Certificates provided that: (a) the principal amount of 2006 Nature Center Certificates does not exceed $2,500,000; and, (b) the true interest cost of2006 Nature Center Certificates as calculated by the City's Financial Advisor does not exceed 7.0%. In the eyent that 2006 Nature Center Certificates are sold together with the 2006 Ciyic Center Phase 2 Certificates as a single series of certificates of participation, the portion of the combined series allocable to the Nature Center Project as calculated by the City's Financial Advisor shall not exceed $2,500,000. The sale may be conducted through electronic means if the Director of Finance of the City, or her designee, Resolution No. 2006-052 Page 5 determines that such process will assist the City in obtaining the lowest interest cost for the Nature Center Project. SECTION 9. Bond Insurance and Surety Policy. The Director of Finance and her designee are hereby authorized to: (i) solicit bids on a municipal bond insurance policy and/or a debt service surety policy; (ii) to negotiate the terms of such policies; (iii) to finalize the form of such policies with a municipal bond insurer; and (iv) if it is determined that one or both of the policies will result in interest rate sayings for the City, to pay the insurance premium for the applicable policy or policies from the proceeds of the sale of2006 Nature Center 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 approye, such approval to be conclusively eyidenced by the execution and delivery thereof by one or more of such Authorized Officers. SECTION 11. Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement, dated as of March 1, 2006 (Continuing Disclosure Agreement), by and between the City and the Trustee, as dissemination agent, presented to this meeting and on file with the Clerk, is hereby approyed. 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 Officers executing such document may require or approve, such approyal 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 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 approye, such approval to be conclusively eyidenced by the execution and deliyery thereof by one or more of such Authorized Officers. SECTION 13. Attestations. The Clerk and such person or persons as may haye 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 First Amendment to Lease/Purchase . Resolution No. 2006-052 Page 6 Agreement, the Amended and Restated Trust Agreement, the Continuing Disclosure Agreement, the First Amendment to Site Lease, the Agency Agreement and the Official Statement. SECTION 14. Other Actions. The Authorized Officers are each hereby authorized and directed, jointly and seyerally, 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 premillID . for a municipal bond insurance policy, a debt service surety policy, or other form of credit enhancement, and the payment of other costs of issuance approyed by the Director of Finance or her designee) in order to consummate the sale, execution and deliyery of the 2006 Nature Center Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2006 Nature Center Certificates, the First Amendment to LeaselPurchase Agreement, the Amended and Restated Trust Agreement, the Continuing Disclosure Agreement, the First Amendment to Site Lease, the Agency Agreement, the Official Notice of Sale, the Preliminary Official Statement, and the Official Statement. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. If necessary to obtain a rating or municipal bond insurance for the 2006 Nature Center Certificates, there may be added . to the Site and the Leased Premises, in addition to the Additional Property, one or more other real property assets of the City if needed to provide fair rental yalue for the combined series of certificates of participation. Each of the Authorized Officers is hereby authorized and directed to determine which of the other real property assets of the City, if any, shall be included as a part of the Site and the Leased Premises. SECTION 15. Expected Reimbursement. The City hereby states its intention and reasonably expects to reimburse Nature Center Project costs incurred prior to the issuance of the 2006 Nature Center Certificates with proceeds of the 2006 Nature Center Certificates. The reasonably expected maximum principal amount of the 2006 Nature Center Certificates is . $2,500,000. This resolution is being adopted not later than 60 days after the payment of the original expenditures (Expenditures Date or Dates). Except as described below, the expected date of issue of the 2006 Nature Center Certificates will be within eighteen months of the later of the Expenditure Date or Dates and the date the Nature Center Project is placed in service; proyided, the reimbursement may not be made more than three years after the Expenditure Date. Proceeds of the 2006 Nature Center Certificates to be used to reimburse for Nature Center Project costs are not expected to be used within one year of reimbursement, directly or indirectly, to pay debt service with respect to any obligation (other than to pay current debt service coming due within the next succeeding one year period on any tax-exempt obligation of . the City (other than the 2006 Nature Center Certificates)) or to be held as a reasonably required reserve or replacement fund with respect to an obligation of the City or any entity related in any manner to the City, or to reimburse any expenditure that was originally paid with the proceeds of any obligation, or to replace funds that are or will be used in such manner. This Resolution is consistent with the budgetary and financial circumstances of the City, as of the date hereof. No monies from sources other than the proceeds of the 2006 Nature Center Certificates are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside by the City (or any related party) pursuant to their budget or financial policies with respect to the Nature Center Project costs. To the best of its knowledge, this City Council is . L. __~d_ .~_._--~-----~- ------ ~ - ---- . --- ~---- - Resolution No. 2006-052 Page 7 not aware of the previous adoption of official intents by the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued. The limitations described aboye regarding the Expenditures Dates do not apply to: (a) costs of issuance of the 2006 Nature Center Certificates; (b) an amount not in excess of the lesser of $100,000 or five percent (5%) of the proceeds of the 2006 Nature Center Certificates; or (c) any preliminary expenditures, such as architectural, engineering, surveying, soil testing, and similar costs other than land acquisition, site preparation, and similar costs incident to commencement of construction, not in excess of twenty percent (20%) of the aggregate issue price of the 2006 Nature Center Certificates that finances the Nature Center Project for which the preliminary expenditures were incurred. This Resolution is adopted as official action of the City in order to comply with Treasury Regulation 91.150-2 and any other regulations of the Intemal Revenue Service relating to the qualification for reimbursement of City expenditures incurred prior to the date of issue of the 2006 Nature Center Certificates, is part of the City's official proceedings, and will be available for inspection by the general public at the main administrative office ofthe City. SECTION 16. Effect. This Resolution shall take effect immediately upon its passage. Presented by Approved as to form by C ~Y<t(\~\,\~~ Ann Moore City Attorney Resolution No. 2006-052 Page 8 PASSED, APPROVED, and ADOPTED by the City Council of the City ofChula Vista, California, this 14th day of February 2006 by the following vote: AYES: Councilmembers: Castaneda, Chavez, McCann, Rindone and Padilla NAYS: Councilmembers: None ABSENT: Councilmembers: Z~~j~ d/L Stephen C. Padilla, Mayor ATTEST: If' ~.^ ,~'^'~ , Susan Bigelow, MMC, City Clerk 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. 2006-052 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 14th day of February 2006. Executed this 14th day of February 2006. , j~v. r4~ r Susan Bigelow, MMC, City Clerk --. - - ~- ----