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HomeMy WebLinkAboutReso 2010-021RESOLUTION NO. 2010-021 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 $30,000,000 2010 CERTIFICATES OF PARTICIPATION, AND AUTHORIZING REIMBURSEMENT OF UP TO $9,347,515 TO THE PUBLIC FACILITY DEVELOPMENT IMPACT FUND FROM PROCEEDS FROM THE SALE OF THE CERTIFICATES OF PARTICIPATION AND APPROPRIATING MONEYS THEREFROM, AND AUTHORIZING 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 take certain actions described herein to reduce the amount to be paid from the General Fund with respect to the City's outstanding certificates of participation; and WHEREAS, these actions will provide a public benefit by avoiding further expenditure reductions in the General Fund which, due to the economic downturn, has already been reduced by more than $37,000,000 over the last two years; and WHEREAS, the City wishes to implement this financing program with the assistance of the Chula Vista Public Financing Authority (the "Authority") and authorize the sale of the 2010 Certificates of Participation (Capital Facilities Refunding Projects) in one or more series (the "Certificates") pursuant to the provisions of the Trust Agrcement described below; and WHEREAS, the financing program to be approved will reduce the cash flow demand on the City's General Fund by reimbursing the City's Public Facility Development Impact Fund (the "PFDIF") for approximately $9,347,515 previously spent to complete Phase 3 of the Civic Center Expansion and by reducing the lease payments due in the next several fiscal years with respect to the City's Certificates of Participation Series A of 2000 (2000 Financing Project) (the "2000 Certificates") by refunding the 2000 Certificates and extending the term of the lease payments for approximately an additional ten years; and WHEREAS, in order to facilitate the execution and delivery of the Certificates, for each series of Certificates the Authority and the City desire to enter into a Site Lease between the City and the Authority (the "Site Lease") and aLease/Purchase Agreement between the City and the Authority (the "Lease"), the forms of which have been presented to this City Council at the meeting at which this Resolution is being adopted and pursuant to which the City will under the Site Lease for a series lease some or all of the Property (as defined in Section 3 below) to the Authority and under the Lease for a series the Authority will lease some or all of the Property to the City; and Resolution No. 2010-021 Page 2 WHEREAS, for each series the City will pay certain Lease Payments (as defined in the Lease) which will be pledged to the owners of the Certificates of such series pursuant to a Trust Agreement by and among U.S. Bank National Association (the "Trustee"), the City and the Authority (the "Trust Agreement"), the form of which has been presented to this City Council at the meeting at which this Resolution is being adopted; and WHEREAS, in order to facilitate the execution and delivery of the Certificates, the City and Authority desire to enter into a Certificate Purchase Agreement for each series by and among the City, the Authority and E.J. De La Rosa & Co., Ina (the "Purchase Agreement"); and WHEREAS, in order to facilitate the execution and delivery of the Certificates, the City desires to approve and deliver a final Official Statement for each series substantially in the form of the Preliminary Official Statement which has been presented to this City Council at the meeting at which this Resolution is being adopted (the "Preliminazy Official Statement"); and WHEREAS, in order to refinance and defease the 2000 Certificates, the City desires to enter into an Escrow Agreement, between the City, the Authority and U.S. Bank National Association, as Escrow Bank (collectively, the "Escrow Agreement"); 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 five days prior to the hearing, concerning the financing program to be implemented with respect to the execution and delivery of the Certificates; 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. NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve as follows: SECTION 1. Findines. The City Council hereby specifically finds and declazes 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 aze true and correct and that the implementation of the financing program through the execution and delivery of the Certificates will result in significant public benefits for the residents of the City of the type described in Government Code Section 6586 (a) and (d). SECTION 2. Reimbursement to and Appropriation of Moneys from the PFDIF. The City Council hereby authorizes $9,347,515 from proceeds of the Certificates to be deposited to the PFDIF to reimburse the City for monies previously spent on Phase 3 of the Civic Center Expansion. The City Council hereby appropriates such amount to be expended to pay debt service on the City's outstanding Pension Obligation Bonds and to make lease payments due with respect to any of the City's outstanding certificates of participation. Resolution No. 2010-021 Page 3 SECTION 3. Lease/Purchase Agreement. The form of 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 of the 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 a Lease for each series 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 for each series (the "Property") shall consist of one or more of the City facilities listed on Exhibit A hereto as the Authorized Officer executing the Lease, in consultation with the City Attorney and the City's Bond Counsel, determines is required for the City to make the lease payments in the amount specified in the Lease. Each of the Authorized Officers is hereby authorized and directed to determine which of the City facilities listed in Exhibit A shall be included as a part of the Property for a series. SECTION 4. Site Lease. The form of 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 a Site Lease for each series 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, among the City, the Authority and the Trustee, 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 a Trust Agreement for each series in substantially said form, with such changes therein as the Authorized Officer or Officers executing the Trust 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. Annointment of Trustee. U.S. Bank National Association is appointed trustee (the "Trustee") under the Trust Agreement for each series. SECTION 7. Assignment Agreement. The Assignment Agreement between the Trustee and the Authority in the form on file with the Clerk is hereby approved for execution and delivery by the Authority in connection with each series. SECTION 8. Purchase Agreement. The form of the Purchase Agreement, by and among the City, the Authority and E.J. De La Rosa & Co., Inc. (the "Underwriter") presented to this meeting and on file with the Clerk and the sale of the Certificates to the Underwriter pursuant thereto upon the terms and conditions set forth therein is hereby approved, and subject to such approval and subject to the provisions hereof, the Authorized Officers are each hereby authorized and directed to evidence the City's acceptance of the offers made by the Purchase Agreement for a series of Certificates by executing and delivering the Purchase Agreement for such series in Resolution No. 2010-021 Page 4 said form with such changes therein as the Authorized Officer or Authorized Officers executing the same may approve and such matters as aze authorized by this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof by any one of the Authorized Officers; provided, however, that the Certificate Purchase Agreement for a series shall be executed only if the aggregate principal amount of the Certificates of all series combined does not exceed $30,000,000 and the Underwriter's discount (exclusive of original issue discount) does not exceed two percent (2%) of the principal amount of the Certificates of such series. SECTION 9. Bond Insurance. Each of the Director of Finance and her designee aze hereby authorized with respect to each series of Certificates (i) to solicit bids for 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. With respect to each series of Certificates, the Director of Finance, and her designee, aze hereby authorized to make such changes to the Preliminary Official Statement as aze necessary to make it final as of its date and aze 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 for each series 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. The Director of Finance, or her designee, may determine whether to have one Preliminary Official Statement and final Official Statement for all Certificates or to have separate official statements for each series of Certificates. SECTION 11. Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement between the City and U.S. Bank National Association, as Dissemination Agent (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 a Continuing Disclosure Agreement for each series in substantially said form, with such changes therein as the Authorized Officer or 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. Escrow Agreement. The form of the Escrow 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 Escrow 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. Resolution No. 2010-021 Page 5 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, the Escrow Agreement and the Official Statement for each series. 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 for any or all of the Certificates 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 Escrow Agreement, the Preliminary Official Statement, and the Official Statement for each series. 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 Property 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 for each series, 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. Each Authorized Officer, acting separately, is authorized to determine whether to cause the Certificates to be executed and delivered as a single series or in more than one series. SECTION 15. Effect. This Resolution shall take effect immediately upon its passage. Presented by l ~,l.G ~ t .~ o,_ Mari Kachadoorian Director of Finance/Treasurer Approved as to form by Bart iesfeld ti City Attorney Resolution No. 2010-021 Page 6 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 26th day of January 2010 by the following vote: AYES: Councilmembers: NAYS: Councilmembers: ABSENT: Councilmembers: ABSTAIN: Councilmembers: Bensoussan, Ramirez, Thompson and Cox None None Castaneda Cheryl Cox, ayo ATTEST: Dorma R. Norris, C ,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. 2010-021 was duly passed, approved, and adopted by the City Council at a regulaz meeting of the Chula Vista City Council held on the 26th day of January 2010. Executed this 26th day of January 2010. ~/'14.11A- ~~~,hlwo Donna R. Norris, CMC, City Clerk Resolution No. 2010-021 Page 7 EXHIBIT A Cit~roperty Available for Lease 1. Fire Station No. 4 2. Fire Station No. 6 3. Fire Station No. 4. Fire Station No. Corporation Yard 6. Main Library