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HomeMy WebLinkAboutReso 2009-086RESOLUTION N0.2009-086 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE TRANSFER OF THE REMAINING UNEXPENDED PROCEEDS OF THE 2004 CERTIFICATES OF PARTICIPATION (CIVIC CENTER PROJECT-PHASE 1) AND THE 2006 CERTIFICATES OF PARTICIPATION, (CIVIC CENTER PROJECT -PHASE 2) TO REIMBURSE THE PUBLIC FACILITIES DEVELOPMENT IMPACT FEE FUND, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Chula Vista (the "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 (the "State"); and WHEREAS, the Chula Vista Public Financing Authority (the "Authority") has assisted the City in financing the first phase of the construction, reconstruction, modernization and equipping of the Civic Center and certain infrastructure improvements (the "2004 Project"), through the execution and delivery of the $37,240,000 City of Chula Vista 2004 Certificates of Participation (Civic Center Project-Phase 1) (the "2004 Certificates"), pursuant to that certain Trust Agreement, dated as of September 1, 2004 (the "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 (the "Trustee"); and WHEREAS, in order to facilitate the execution and delivery of the 2004 Certificates, the City leased to the Authority the real property (the "Site") set forth in Exhibit A to that certain Site Lease, dated as of September 1, 2004 (the "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 Lease/Purchase Agreement, dated as of September 1, 2004 (the "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, by and between the Authority and the Trustee, allowed 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 WHEREAS, in order to provide additional financing for the acquisition, construction, reconstruction, modernization and equipping of the Civic Center and the construction of improvements to the City's Nature Center (the "2006 Project" and together with the 2004 Project the "Project"), the City caused the Trustee to execute and deliver the 2006 Certificates of Participation (Civic Center Project -Phase 2), in the aggregate principal amount of $20,325,000 (the "2006 Certificates" and together with the 2004 Certificates the "Certificates"); and Resolution No. 2009-086 Page 2 WHEREAS, in connection with the sale, prepazation, execution and delivery of the 2006 Certificates, the City entered into that certain First Amendment to Site Lease, dated as of Mazch 1, 2006, by and between the City and the Authority and that certain First Amendment to Lease/Purchase Agreement, dated as of March 1, 2006 (the "First Amendment to Lease/Purchase Agreement" and together with the Original Lease, the "Lease 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 and to make certain amendments thereto; and WHEREAS, to facilitate the execution and delivery of the 2006 Certificates the City entered into that certain Amended and Restated Trust Agreement, dated as of March 1, 2006 (the "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 Mazch ], 2006, by and between the Authority and the Trustee; and WHEREAS, Section 3.4 of the Lease Agreement provides that upon completion of the Project a Completion Certificate is to be filed with the Trustee and all unexpended proceeds of the 2004 Certificates and the 2006 Certificates, as applicable, are to be applied in accordance with the provisions of Section 3.04 of the Amended and Restated Trust Agreement; and WHEREAS, Section 3.04 of the Amended and Restated Trust Agreement provides that upon the delivery of a Certificate of Completion for the Project the unexpended proceeds of the Certificates on deposit in the Project Fund shall be applied to the payment of principal and interest with respect to the Certificates as described in Section 5.04 of the Trust Agreement or, at the written election of the City Representative (as defined in the Amended and Restated Trust Agreement) delivered to the Trustee, together with an opinion of Special Counsel that such transfer will not cause interest due with respect to the Certificates to be included in gross income for federal income tax purposes, shall be transferred to the City for the purpose of capital expenditures of the City, and following such transfer, the Project Fund shall be closed; and WHEREAS, the Project is now complete and unexpended proceeds remain on deposit in the Project Fund; and WHEREAS, the City has previously disbursed moneys from its Public Facilities Development Impact Fund (the "PFDIF Fund") to pay for a portion of the Project and now desires to direct that the unexpended proceeds of the Certificates be transferred to the PFDIF Fund for the purpose of future capital expenditures as provided in Section 5.04 of the Amended and Restated Trust Agreement; and WHEREAS, there has been delivered to the Trustee the opinion of Special Counsel required by Section 5.04 of the Amended and Restated Trust Agreement to permit the transfer of the unexpended proceeds of the Certificates in the Project Fund to the City. NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve as follows: Resolution No. 2009-086 Page 3 SECTION 1. Findin¢s. 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 are true and correct. SECTION 2. Authorization of Transfer of Unexpended Proceeds of the Certificates to the PFDIF Fund. Each of the Mayor of the City, the City Manager of the City and the Director of Finance of the City, 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 Trustee a written election of the City to have all unexpended amounts in the Project Fund transferred to the Gity, to cause the opinion of Special Counsel required by Section 5.04 of the Amended and Restated Trust Agreement to be delivered to the Trustee and to take all other actions required to cause such unexpended amounts to be transferred to the City. All amounts transferred to the City by the Trustee shall be deposited in the PFDIF Fund. SECTION 3. 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 to carry out, give effect to and comply with the terms and intent of this Resolution, the Certificates, the Lease Agreement and the Amended and Restated Trust Agreement. SECTION 4. Effect. This Resolution shall take effect immediately upon its passage. Presented by ~~ Maria Cachadoorian Director of Finance Approved as to form by Bart C. Miesfeld City of Chula Resolution No. 2009-086 Page 4 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 28th day of April 2009 by the following vote: AYES: Councilmembers: NAYS: Councilmembers ABSENT: Councilmembers ABSTAIN: Councilmembers Bensoussan, McCann, Ramirez, and Cox None None Castaneda I Cheryl Cox, y ATTEST: Donna R. Norris, CM ,City Clerk STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA I, Donna R. Norris, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2009-086 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 28th day of Apri12009. Executed this 28th day of Apri] 2009. /~~~ ~ ,/ /O/~.y0 Donna R. Norris, CMC, City Clerk