HomeMy WebLinkAbout2010 CON SANDAG - Advanced Funding Refinance Variable Rate Commercial PaperNOTE TO FILE
IN THE MATTER OF: Resolution of the City Council of the City of
National City requesting SANDAG, acting as the San Diego County
Regional Transportation Commission, to provide advanced
funding through Debt Financing and refinance the Variable Rate
Commercial Paper of $3,366,000 into Fixed Rate Bonds.
NO FULLY EXECUTED ORIGINAL MEMORANDUM OF
AGREEMENT HAS BEEN PROVIDED TO THE OFFICE
OF THE CITY CLERK AS OF JANUARY 12, 2011.
NTF
MEMORANDUM OF AGREEMENT
BETWEEN
SAN DIEGO ASSOCIATION OF GOVERNMENTS, ACTING AS THE
SAN DIEGO COUNTY REGIONAL TRANSPORTATION COMMISSION
AND
THE CITY OF NATIONAL CITY
REGARDING DEBT FINANCING THROUGH THE TRANSNET PROGRAM
SANDAG AGREEMENT NO. 5001578
This Memorandum of Agreement ("MOA") is made and entered into effective as of this Vb
day of November, 2010, by and between the San Diego Association of Governments, acting as the
San Diego County Regional Transportation Commission ("SANDAG"), and the City of National City
("City").
RECITALS
The following recitals are a substantive part of this Agreement:
WHEREAS, SANDAG serves as the San Diego County Regional Transportation Commission and,
in that role, is responsible for the administration of programs under the TransNet Extension
Ordinance (Proposition A, November 2004), which sets forth permitted uses for revenues from a
'h cent transactions and use tax in San Diego County (TransNet Extension Program); and
WHEREAS, in order to accelerate the implementation of TransNet tax -funded projects,
SANDAG has established a debt financing program to provide advanced funding for eligible
projects under the TransNet Extension Ordinance; and
WHEREAS, SANDAG requires that an agency receiving proceeds from the TransNet debt
financing program shall be responsible for its proportionate share of the issuance costs, as well as
the ongoing interest and related administrative costs from the date the proceeds are issued until
the principal amount of the loan is fully repaid; and
WHEREAS, the City wishes to borrow three million, three hundred sixty-six thousand dollars
($3,366,000) through the TransNet debt financing program for the refinance of outstanding
commercial paper; and
WHEREAS, the parties wish to memorialize their agreement in this MOA to carry out the
purposes set forth above;
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties agree
as follows:
C-70229 (Rev 09/05)
SANDAG AGREES:
1. To refinance TransNet outstanding commercial paper for the City of three million, three
hundred sixty-six thousand dollars ($3,366,000), subject to certain conditions set forth below
and SANDAG Board Policies concerning TransNet Extension Program loans.
2. SANDAG will pay down within seven calendar days the outstanding commercial paper
following the issuance of the proceeds or the execution of this Agreement, whichever is later.
THE CITY AGREES:
1. The governing body of the City at its October 5, 2010, meeting approved the request to
refinance three million, three hundred sixty-six thousand dollars ($3,366,000) of commercial
paper.
2. City agrees to use the funding provided under this MOA solely for the refinance of
outstanding commercial paper.
3. The City will pay its proportionate share of the bond issuance costs, and annual debt service
costs, which include principal and interest payments, and annual administrative costs from the
date the debt is issued until the final principal and interest amounts of the applicable bonds
are fully repaid.
4. The repayment of debt, in all cases, shall be the first priority on the use of City's annual
TransNet revenues. The City agrees not to subordinate SANDAG's lien on the TransNet
revenues to any other claim upon these funds. The amounts to be deducted and the terms of
repayment (if appropriate) are estimated and set forth in the Repayment Schedule, which is
Attachment A hereto.
5. The City agrees to indemnify, hold harmless, and defend SANDAG, the San Diego County
Regional Transportation Commission, and all officers and employees thereof against all
causes of action or claims related to projects financed through funding provided under this
MOA.
THE PARTIES MUTUALLY AGREE:
1. That all obligations of SANDAG under the terms of this MOA are subject to the appropriation
of the required resources by SANDAG and the approval of the SANDAG Board of Directors.
2. Any notice required or permitted under this MOA may be personally served on the other
party, by the party giving notice, or may be served by certified mail, return receipt requested,
to the following addresses:
For SANDAG:
401 B Street, Suite 800
San Diego, CA 92101
Attn: Director of Finance
For City of National City:
1243 National City Boulevard
National City, CA 91950
Attn: Director of Finance
2 G /0229 (Rev 09/05)
3. That unless it is amended by the parties in writing, this MOA shall terminate on the date the
final principal and interest amounts of the applicable bonds are fully repaid or on such earlier
or later date as the parties may agree to in writing.
4. The indemnification provisions of this MOA shall survive termination of the MOA.
5. This MOA shall be interpreted in accordance with the laws of the State of California. If any
action is brought to interpret or enforce any term of this MOA, the action shall be brought in
a state or federal court situated in the County of San Diego, State of California.
6. All terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and assigns.
7. For purposes of this MOA, the relationship of the parties is that of independent entities and
not as agents of each other or as joint venturers or partners. The parties shall maintain sole
and exclusive control over their personnel, agents, consultants, and operations.
8. No alteration or variation of the terms of this MOA shall be valid unless made in writing and
signed by the parties hereto, and no oral understanding or agreement not incorporated
herein shall be binding on any of the parties hereto.
9. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights
in third parties to this MOA or affect the legal liability of the parties to this MOA to third
parties.
10. This MOA may be executed in any number of identical counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be one and the same
instrument when each party has signed one such counterpart.
11. This MOA may be executed and delivered by facsimile signature, and a facsimile signature
shall be treated as an original.
IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and
year first above written.
SAN DIEGO ASSOCIATION OF GOVERNMENTS CITY OF NATIONAL CITY
GARY L. GALLEGOS
Executive Director
APPROVED AS TO FORM:
e of General Counsel
CHRIS ZAPATA
City Manager
APPROVED AS TO FORM:
Legal Counsel
3 C-70229 (Rev 09/05)
5. This MOA shall be interpreted in accordance with the laws of the State of California. If any action is brought
to interpret or enforce any term of this MOA, the action shall be brought in a state or federal court situated in
the County of San Diego, State of California.
6. All terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each
of their respective heirs, executors, administrators, successors, and assigns.
7. For purposes of this MOA, the relationship of the parties is that of independent entities and not as agents of
each other or as joint venturers or partners. The parties shall maintain sole and exclusive control over their
personnel, agents, consultants, and operations.
8. No alteration or variation of the terms of this MOA shall be valid unless made in writing and signed by the
parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the
parties hereto.
9. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties
to this MOA or affect the legal liability of the parties to this MOA to third parties.
10. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an
original, and all of which together shall be deemed to be one and the same instrument when each party has
signed one such counterpart.
11. This MOA may be executed and delivered by facsimile signature, and a facsimile signature shall be treated
as an original.
IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first
above written.
SAN DIEGO ASSOCIATION OF CITY OF NAJONAL CITY
GOVERNMENTS
GARY L. GALLEGOS
Executive Director
APPROVED AS TO FORM:
Office of General Counsel
el)
CHRIS ZAPATA' 7
City Manager �/
Repayment Schedule
City of National City
2010 Series B Bonds (Tax -Exempt)
Attachment A
C-70229 (Rev 09/05)
Fiscal
Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
TOTAL
Repayment Schedule
City of National City
2010 Series B Bonds (Tax -Exempt)
Principal Interest
Total Debt
Service
204, 712.38
274,614.15
284, 600.12
289, 593.11
304,572.06
314, 558.03
324, 544.00
339,522.95
354,501.91
369,480.86
3,060,699.57
44,157.13
108,647.35
100,408.92
91,870.92
80,287.19
68,104.31
55, 521.99
42,540.23
28,959.31
14, 779.23
635,276.58
248, 869.51
383,261.50
385,009.04
381,464.03
384,859.25
382, 662.34
380, 065.99
382, 063.18
383,461.22
384,260.09
3,695,976.15
ources;
Par Amount
Premium
3,060,699.57
323,255.76
Total Sources
Uses
3,383,955.33
CP Takeout 3,366,000.00
COI/UD 17,955.33
Total Uses 3,383,955.33
Attachment A
C-70229 (Rev 09/05)
RESOLUTION NO. 2010 — 233
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
REQUESTING SANDAG, ACTING AS THE SAN DIEGO COUNTY
REGIONAL TRANSPORTATION COMMISSION, TO PROVIDE ADVANCED
FUNDING THROUGH DEBT FINANCING AND REFINANCE THE VARIABLE
RATE COMMERCIAL PAPER OF $3,366,000 INTO FIXED RATE BONDS
WHEREAS, San Diego Association of Governments, acting as the San Diego
County Regional Transportation Commission (SANDAG), is responsible for the administration of
programs under the TransNet Extension Ordinance (Proposition A, November 2004), which sets
forth permitted uses for revenues from a'/ cent transactions and use tax in San Diego County
(TransNet Extension Program); and
WHEREAS, to accelerate the implementation of TransNet tax funded projects,
SANDAG has established a debt financing program to provide advanced funding for eligible
projects under the TransNet Extension program; and
WHEREAS, SANDAG requires that an agency receiving proceeds from the
TransNet debt financing program shall be responsible for its proportionate share of the ongoing
interest and related administrative costs from the date debt is issued until the final principal and
interest amounts of the loan applicable bonds are fully repaid; and
WHEREAS, on April 1, 2008, Resolution No. 2008-51 authorized the City to
receive advanced funding of $4.5 Million of the City's share of TransNet funding. The City
agreed to pay its proportionate share of the annual interest and administrative costs of the
commercial paper program; and
WHEREAS, in July 2010, SANDAG notified member agencies of its intent to
issue long term bonds. The bond issue provides an opportunity for the City to refinance its
current balance of variable rate commercial paper of $3,366,000 to a fixed bond rate from fiscal
year 2011-2020; and
WHEREAS, the following project being implemented by the City of National City
has been approved or are being submitted by SANDAG through the TransNet Extension
Program of Projects in the 2010 Regional Transportation improvement Program, and would
benefit from the availability of advance funding:
REFINANCE VARIABLE RATE COMMERCIAL PAPER IN THE AMOUNT OF $3,366,000 FOR
USE ON CITY STREET RESURFACING PROJECTS
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
National City as follows:
1. That the City Manager is hereby authorized to request advance funding from
SANDAG through the TransNet debt financing program in an amount not to
exceed $3,366,000.
2. That the City Manager is hereby authorized to execute any necessary documents
relating to the receipt of said funds from SANDAG, including but not limited to a
Memorandum of Agreement (MOA) in substantially the same form as attached to
this Resolution (Attachment 1).
Resolution No. 2010 — 233
Page 2
3. That the City of National City will be responsible for paying its proportionate
share of bond issuance costs and the annual interest and administrative costs of
the TransNet debt financing program based on the ratio of the amount of
financing provided to the City of National City compared to the total debt
outstanding for each fiscal year.
4. That SANDAG will deduct said bond issuance costs and interest and
administrative costs from the monthly TransNet tax allocations for the City of
National City prior to remitting any remaining TransNet tax proceeds for projects
of the City of National City.
5. That the City of National City will repay to SANDAG the principal amount
borrowed according to the Payment Schedule that will be attached to the
proposed MOA.
6. That the first priority use of the City of National City's annual allocation of
TransNet revenues shall be payment of the principal amount borrowed according
to the Payment Schedule and any issuance costs, administrative costs and
interest due. The City of National City agrees not to subordinate SANDAG's lien
on the TransNet revenues to any other claim upon these funds.
BE IT FURTHER RESOLVED that the City of National City agrees to indemnify,
hold harmless, and defend SANDAG, the San Diego County Regional Transportation
Commission, and all officers and employees thereof against all causes of action or claims
related to projects financed through funding provided under the MOA.
PASSED and ADOPTED this 5th day of October, 2010.
n Morrison, Mayor
ATTEST:
c/1 Michael . Dalla, City Clerk
AP P OVED AS TO FORM:
ClaudiaGSilva
City Attorne
Passed and adopted by the Council of the City of National City, California, on October
5, 2010 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Sotelo-Solis, Van Deventer, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
/7 �
City erk of the City o National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2010-233 of the City of National City, California, passed and
adopted by the Council of said City on October 5, 2010.
City Clerk of the City of National City, California
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
G avo`t,
a - � m
MEETING DATE: October 5, 2010
AGENDA ITEM NO. 21
TEM TITLE:
Resolution of the City Council of the City of National City requesting SANDAG, acting as the San
Diego County Regional Transportation Commission, to provide advanced funding through debt
financing for use on Transnet eligible projects and refinance the variable rate commercial paper of
$3,366,000 into fixed rate bonds from FY 2011 until FY 2021 (10 years). (Finance)
PREPARED BY: Jeanette Ladrido, CPA
PHONE: 336-4331
EXPLANATION:
See attached.
DEPARTMENT: F
APPROVED BY:
FINANCIAL STATEMENT:
ACCOUNT NO.
APPROVED:
APPROVED:
Finance
MIS
Additional revenue will be recognized in Revenue account 307-00000-3466 and appropriations will
revised via Resolution as additional projects are identified by the Development Services Department.
ENVIRONMENTAL REVIEW:
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
STAFF RECOMMENDATION:
Adopt the attached resolution and memorandum of agreement with SANDAG, acting as the San Diego
County Regional Transportation Commission, and submit to SANDAG for execution.
BOARD / COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
) Resolution
2) Memorandum of Agreement
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