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Home My WebLink About2010 CON SANDAG - Amended - Advanced Funding Refinance Variable Rate Commercial PaperNOTE TO FILE 02-13-12 IN THE MATTER OF: Resolution of the City Council of the City of National City ratifying the Memorandum of Agreement dated November 18, 2010, originally approved on October 5, 2010, and now revised, with SANDAG acting as the San Diego County Regional Transportation Commission to provide advanced funding through debt financing for use of Transnet eligible projects, and refinance the variable rate commercial paper of $3,366,000 into fixed rate bonds from FY 2011 until FY 2020. Please note the following: A FULLY EXECUTED ORIGINAL AGREEMENT WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: _ CDC Housing & Grants _ City Attorney _ Human Resources City Manager _ MIS _ Community Svcs. _ Planning Engineering _ Police X Finance Public Works Fire NTF RESOLUTION NO. 2010 — 275 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING THE MEMORANDUM OF AGREEMENT DATED NOVEMBER 18, 2010, ORIGINALLY APPROVED ON OCTOBER 5, 2010, AND NOW REVISED, WITH SANDAG ACTING AS THE SAN DIEGO COUNTY REGIONAL TRANSPORTATION COMMISSION TO PROVIDE ADVANCED FUNDING THROUGH DEBT FINANCING FOR USE OF TRANSNET ELIGIBLE PROJECTS, AND REFINANCE THE VARIABLE RATE COMMERCIAL PAPER OF $3,366,000 INTO FIXED RATE BONDS FROM FY 2011 UNTIL FY 2020 WHEREAS, on October 5, 2010, the City Council adopted Resolution No. 2010- 233, approving a Memorandum of Agreement ("MOA") between SANDAG and the City of National City to provide advanced funding though debt financing for Transnet eligible projects and refinance the variable rate commercial paper of $3,366,000 into fixed rate bonds for 10 years, and authorized the City Manager to execute any necessary documents relating to the receipt of said funds from SANDAG, including but not limited to a Memorandum of Agreement (MOA); and WHEREAS, after approving the MOA on October 5, 2010, SANDAG requested further revisions to the MOA and asked that a new MOA be signed by November 18, 2010; and WHEREAS, the revisions to the MOA were generally stylistic and the one change which addressed the timing of SANDAG's paydown of the outstanding commercial paper was not considered to materially affect the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies the Memorandum of Agreement dated November 18, 2010, with SANDAG acting as the San Diego County Regional Transportation Commission to provide advanced funding through debt financing for use of Transnet eligible projects, and refinance the variable rate commercial paper of $3,366,000 into fixed rate bonds from 2011 until 2020. Said Memorandum of Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 7th day of December, 2010. on Morrison, Mayor ATTEST: Michael R. Dalla, Ci y Clerk APPROVED AS TO FORM: C.udia G. Si va City Attorney Passed and adopted by the Council of the City of National City, California, on December 7, 2010 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California �i ) City CI rk 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. 2010-275 of the City of National City, California, passed and adopted by the Council of said City on December 7, 2010. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT Cao02 • MEETING DATE: December 7, 2010 AGENDA ITEM NO. 18 ITEM TITLE: Ratify the revisions to the Memorandum of Agreement approved on October 5, 2010 with 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 2020 (10 years). (Finance) PREPARED BY: Jeanette Ladrido, CPA DEPARTMENT: PHONE: 336-4331 APPROVED BY: EXPLANATION: On October 5, 2010, the City Council of the City of National City authorized 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 for 10 years. Since the time that Council approved the resolution, there have been minor revisions to the MOA. The City Attorney and Finance Director have reviewed these revisions and have determined that the changes have not materially changed the terms of the agreement. Although the changes do not alter terms material to the City, as this document has changed, ratification is the appropriate route. FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Accept and file the memorandum of agreement with SANDAG, acting as the San Diego County Regional Transportation Commission. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: ) Memorandum of Agreement Q,F,su+,%)z%aN tap. ao%o - gl5 RESOLUTION NO. 2010 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING THE MEMORANDUM OF AGREEMENT DATED NOVEMBER 18, 2010, ORIGINALLY APPROVED ON OCTOBER 5, 2010, AND NOW REVISED, WITH SANDAG ACTING AS THE SAN DIEGO COUNTY REGIONAL TRANSPORTATION COMMISSION TO PROVIDE ADVANCED FUNDING THROUGH DEBT FINANCING FOR USE OF TRANSNET ELIGIBLE PROJECTS, AND REFINANCE THE VARIABLE RATE COMMERCIAL PAPER OF $3,366,000 INTO FIXED RATE BONDS FROM FY 2011 UNTIL FY 2020 WHEREAS, on October 5, 2010, the City Council adopted Resolution No. 2010- 233, approving a Memorandum of Agreement ("MOA") between SANDAG and the City of National City to provide advanced funding though debt financing for Transnet eligible projects and refinance the variable rate commercial paper of $3,366,000 into fixed rate bonds for 10 years, and authorized the City Manager to execute any necessary documents relating to the receipt of said funds from SANDAG, including but not limited to a Memorandum of Agreement (MOA); and WHEREAS, after approving the MOA on October 5, 2010, SANDAG requested further revisions to the MOA and asked that a new MOA be signed by November 18, 2010; and WHEREAS, the revisions to the MOA were generally stylistic and the one change which addressed the timing of SANDAG's paydown of the outstanding commercial paper was not considered to materially affect the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby ratifies the Memorandum of Agreement dated November 18, 2010, with SANDAG acting as the San Diego County Regional Transportation Commission to provide advanced funding through debt financing for use of Transnet eligible projects, and refinance the variable rate commercial paper of $3,366,000 into fixed rate bonds from 2011 until 2020. Said Memorandum of Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 7th day of December, 2010. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia G. Silva City Attorney 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 18th 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'/z 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 fmancing 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 above; WHEREAS, the parties wish to memorialize their agreement in this MOA to carry out the purposes set forth 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 refmance 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 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. 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 NAONAL CITY GOVERNMENTS GARY L. GALLEGOS Executive Director APPROVED AS TO FORM: Office of General Counsel CHRIS ZAPAT City Manager Repayment Schedule City of National City 2010 Series B Bonds (Tax -Exempt) Attachment A C-70229 (Rev 09/05) Fiscal Year Principal Interest Total Debt Service 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 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 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 14,779.23 248, 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 TOTAL 3,060,699.57 635,276.58 3,695,976.15 Par Amount Premium 3,060,699.57 323,255.76 Total Sources 3,383,955.33 CP Takeout COI/UD 3,366,000.00 17 955.33 Total Uses 3,383,955.33 C-70229 (Rev 09/05)