HomeMy WebLinkAboutReso 2014-037 RESOLUTIOiv NO. 2014-037
RESOLUTION OF THE CITY OF CHiTL.A V'ISTA A�.AKII�'G
REQtiIRED FII�TDII�GS, AUTHORIZING THE EJCECUTIOI�'
AI�TD DELIVERY OF DOCUME?�TTS II�T COI�TI�ECTION R'ITH
THE SALE .A?�TD DELIVERY OF THE 2014 REFUIDII�'G
CERTIFICATES OF P.ARTICIPATIO?�' (POLICE FACILITI'
PROJECT); IIv A PRR�'CIPAL AMOUI�TT I�'OT TO E?�CEED
�49.000.000 AI�'D AUTHORIZII`tG AND DIRECTII�'G
CERTAII�' ACTIONS II� COI��TECTION THERE�7TH
WHEREAS, the Citv of Chula V'ista (the "Cin�') is a municipal corporation and a charter
citv duly oreanized and existins under and pursuant to the Constitution and lati�s of the State of
Califomia (the "State `); and �
�1'HEREAS; the Chula Vista Public Financing Authorin� (the "Authoritd') has assisted
the City in financing the acquisition and construction of the Cit��'s police headquarters buildine
throueh the execution and deli��en� of the �60.14�;000 Cin� of Chula Vista 2002 Certificates of
Panicipation (Police Facilin- Project) (the "2002 Certificates `) which are outstandine pursuant to
that certain Trust Aereement, dated as of June 1, 2002 as amended b�� the First Amendment to
Trust Aereement dated as of Januarv 1. 2006 (toeether, the "Orieinal Trust Aereemenr`), bv and
amona the Cih�, the Authorin� and U.S Banl: National Association; as trustee (the "Trustee').
and
l�'HEREAS. in order to facilitate the esecution and deli��en� of the 2002 Certificates. the
Cin� leased to the Authority the real propem� (the "Site `) set fonh in E�hibit A to that certain
Site Lease: dated as of June 1, 2002 (the "Original Site Lease"), b}� and bet���een the City and the
Authority; and the Authority simultaneously leased back the Site and the improvements located
thereon to be constructed "�th the proceeds of the 2002 Certificates (together. the "Leased
Premises `) to the City pursuant to that certain Lease/Purchase Agreement, dated as of June L
2002 (the "Original Lease"), bv and bet���een the Cit}� and the Authoritv; and
WHEREAS. the Orieinal Trust Aereement and the Assienment Aereement. dated as of
June 1; 2002 (the "OriQinal Assignment Agreemenr`), by and betti�een the Authority and the
Trustee, allow for the e�ecution and deli��ery of Additional Certificates (as that term is defined in
the Original Trust Aereement) to refund all or a portion of the 2002 Certificates; and
WI-IEREAS. the Cin� desires to cause the Trustee to execute and deli��er the 2014
Refundine Certificates of Participation (Police Facilirv Project): in the agareeate principal
amount not to e�ceed �49.000.000 (the `2014 Certificates `), in order to refund all or a portion of
the 2002 Certificates: and
V�'HEREAS, to accomplish the sale. preparation. e�ecution and delivery of the 2014
Certificates. the Cit�� desires to enter into that cenain First Amendmem to Site Lease. dated as of
A4arch 1, 2014 (the "First Amendment to Site Lease '); b�� and ben+-een the Cin� and the
Authorit�� and that certain First Amendment to Lease/Purchase A�reement. dated as of March 1.
2014 (the "First Amendment to Lease/Purchase Agreement"). b�� and ben��een the Cit}� and the
Authorit��. in order to make certain amendments thereto: and
Resolution No. 20]�-037
Page 2
WHEREAS. to facilitate the execution and delivery of the 2014 Certificates the Cin�
desires to enter into that cenain Amended and Restated Trust Agreement, dated as of March 1,
2014 (the "Amended and Restated Trust Aereement"); by and amone the Authority, the Cin- and
the Trustee and that certain Amended and Restated Assignment Agreement, dated as of
March l; 2014 (the "Amended and Restated Assignment Agreemenr'), by and between the
Authority and the Trustee; and
VdHEREAS, in order to facilitate the eaecution and delivery of the 2014 Certificates, the
City desires to enter into a Purchase Contract (the "Purchase Contract") for the 2014 Certificates
��•ith E.J. De La Rosa R Co., Inc.. or any successor entity thereto by mereer or acquisition. or any
assignee thereof(the "UnderNriter'); and
WHEREAS. in order to facilitate the execution and deliverv of the 2014 Certificates. the
Cit}� desires to approve and deliver a final Official Statement 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 '`Preliminary Official StatemenY'); and
WHEREAS, in order to refund and defease al] or a portion of the 2002 Ceriificates, the
City desires to enter into an Escrow Agreement (the "Escrow AgreemenP'), by and among the
City, the Authorit}� and U.S. Bank National Association. as escrow banl: (the '`Escrow Banl:");
and
WHER�AS. the forms of the documents necessarv for the execution and deliverv of the
2014 Certificates are on file with the Clerk as described herein; and
�'HEREAS, 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 2014 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 laN�; 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
fol lows:
SECTION l. 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 above and
in the preambles of the documents approved herein are true and conect.
SGCTION 2. Authorization of 2014 Certificates. The City Council hereby authorizes the
refunding of all or a portion of the 2002 Certificates through the preparation; sale and deli��er}� of
the 2014 Certificates in an amount not to e�ceed $49.000.000.
SGCTION 3. First Amendment to Lease/Purchase Agreement. The form of the First
Amendment to Lease/Purchase Agreement presented to this meetin� and on file with the Clerk
(the "Clcrk"), is hereb}� approved. Each of the n9ayor of the Cit}� (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 desi�nees (collectively, the '`Authorized Officers`), acting alone, is hereby
Resolution No. 20]4-03 7
Pase 3
authorized and directed. for and in the name and on behalf of the Cin�. to eaecute and deliver to
the .4uthorin� the First Amendment to Lease/Pwchase Aereement in substantially said form, H�ith
such chanees therein as the Authorized Officer or Officers executing the same, or the Cin=
Attomev, ma�� require or approve, such approval to be condusi��eh� evidenced b�� the execution
and deli��er}� thereof bv one or.more of the Authorized Officers. As the annual lease pa}�ments
due under the Orieinal Lease will be reduced as a result of the esecution and deli��ery oFthe 2014
Certificates, the Cin� Council hereb}� finds and determines that the annual lease payments and
additional pa��ments due in each fiscal ��ear under the Orieinal Lease as amended by the First
Amendment to Lease/Purchase Agreement �+�ill not exceed the fair rental ��alue of the Leased
Premises durina such fiscal vear.
SECTIO\' 4. First Amendment to Site Lease. The form of the First Amendment to Site
Lease presented to this meetine and on file with the Clerk, is hereb�� approved. Each of the
Authorized Officers_ acting alone, is hereb�� authorized and directed. for and in the name and on
behalf of the Cit��, to execute and deliver to the Authority the First Amendment to Site Lease in
substantiallv said Form. «ith such chanees therein as the Authorized Officer or Officers
executine the same, or the City Attome��, ma}� require or appro��e, such appro��al to be
conclusively e��idenced by the execution and delivery thereof by one or more of the Authorized
Officers.
SECTION �. Amended and Restated Trust Aereement. The form of the Amended and
Restated Trust Aereement presented to this meeting and on file N�th the Clerk, is hereb��
approved. Each of the Authorized Officers, acting alone. is hereb�� authorized and directed, for
and in the name and on behalf of the Citv, to e�ecute and deliver to the Authorih� and the Trustee
the Amended and Restated Trust Agreement in substantiall�� said form; ���ith such changes
therein as the Authorized Officer or Officers e�ecutine the Amended and Restated Trust
Agreement, or the City Attome}�, may require or approve; such approval to be condusi��eh
evidenced bv the eaecution and deli��erv thereof bv one or more of the Authorized Officers.
SECTIOI�' 6. Amended and Restated Assienment Aereement. The Amended and
Restated Assienment Aereement substantiallv in the form on file H�ith the Clerk is hereb��
approved for execution and deli��en� by the Authority (the "Assignment Agreemenr`). The Citv
Manaeer is hereb}� authorized and directed. for and in the name and on behalf of the Cit}�, to
esecute the Assignment A�reement, in substantially said form, with such chanees as the City
Manager or the Cin� Attome}� mav require or approve, such approval to be conclusiveh�
e��idenced bv the execution and deliven�thereof bv the Cih� Manaser.
SECTIOI�' 7. Escro��� Aereement. The form oF the Escro�v Aereement presented to this
meetine and on file with the Clerk. is hereb}� appro��ed. Each of the Authorized Officers. actine
alone. is herebti� authorized and directed. for and in the name and on behalf of the Cit��, to
execute and deliver to the Authoritv and the Escrow Banl: the Escro��� Aereement in substantialhT
said form; w�ith such chanees therein as the Authorized Officer or Officers executing the same. or
the Cih� Attometi�, may require or appro��e, such approval to be condusivel}� evidenced by the
e�ecution and deli��en� thereof b�� one or more of such Authorized Officers.
Resolution No. 2014-037
Page 4
SECTIOI�' 8. Purchase Contract. The form of the Purchase Contract. bv and between the
Cit�� and the Underwriter presented to this meetina and on file with the Clerk and the sale of the
2014 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.
each of the Authorized Officers, actine alone. is herebv authorized and directed to evidence the
City's acceptance of the offer made b,y the Purchase Contract by executing and delivering the
Purchase Contract in said form with such changes therein as the Authorized Officer or
Authorized Officers eaecuting the same, or the Cit}� Attorney, ma}� appro��e and such matters as
are authorized by this Resolution, such approval to be conclusively evidenced by the e�ecution
and deliver��thereof by any one of the Authorized Officers: pro��ided, however; that the Purchase
Contract shall be executed only if the aggregate principal amount of the 2014 Certificates does
not exceed $49,000.000; the Underwriter's discount (exclusive of ori�inal issue discount) does
not eaceed sia-tenths of one percent (0.6%) of the principal amount of the 2014 Certificates and
the net present value savings realized by the City in terms of reduced ]ease payments, as
confirmed by the City`s Financial Advisor, is not less than five percent (�%) of the principa]
amount of the 2002 Certificates refunded. Each of the Authorized Officers, acting alone, is
further authorized and directed to consult with the City's Financial Advisor and to deterrttine
whether the refunding of all or a portion of the 2002 Certificates is the best alternative for the
City and to then direct the Underwriter to sell a principal amount of 2014 Certificates to effect
the full or partial refundin�, as applicable.
SECTION 9. Preliminarv Official Statement. The form of the Preliminary Official
Statement, presented to this meeting and on file with the Clerk, is hereby approved. Each of the
Authorized Officers, acting alone, is hereby authorized to make such changes to the Preliminarv
Official Statement as are necessar}� 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 ��-ith Rule 15c2-12 promulgated under the Securities E�change Act of 1934. Each
of the Authorized Officers, acting alone, 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, insenions and omissions as the Authorized Officer executing such document; or
the City Attorney, may require or approve, such approval to be condusively evidenced by the
execution and delivery thereoFby an Authorized Officer.
SECTION 10. Continuine Disclosure Aereement The form of the Continuing
Disclosure Agreement, dated as of March I, 2014 (the "Continuing Disclosure Agreemenf'), by
and between the City and NBS Government Finance Group. as dissemination agent, presented to
this meeting and on file ���ith the Clerk, is hereby approved. 6ach of the Authorized Officers,
acting alone, is hereby authorized and directed, for and in the nan�e and on behalf of the City; to
e�ecute and deliver the Continuing Disclosure Agreement in substantially said form; with such
changes therein as the Authorized Officer or Officers executing such document, or the City
Attorney, may require or approve, such approval to be conclusively evidenced by the esewtion
and delivery thereof b}� one or more if such Authorized Officers.
Resolution I�'o. 2014-037
Paee �
SECTIOI�' 11. Attestations. The Clerk and such person or persons as mav have been
desienated b�� the Clerk to act on her behalf, aze herebv authorized and directed to attest the
sisnature of the Authorized Officers desienated herein to execute an�� documents described
herein, and to affi� and attest the seal of the Cit��_ as mav be required or appropriate in
connection ��ith the execution and deli��en• of the First Amendment to Lease/Purchase
Aereement the Amended and Restated Trust A�reement, the Continuine Disclosure A�reement,
the First Amendment to Site Lease. the Escrow Agreement, the Purchase Contract. the
Assienment Aereement and the Official Statement.
SECTIOI�' 12. Other Actions. The Authorized Officers and the Cirv Attornev are each
herebv authorized and directed.joint]}� and se��erall��. to do any and all tMnes and to esecute and
deliver anv and all documents Nfiich each ma�� deem necessan� or ad��isable in order to
consummate the sale, e�:ecution and delivery of the 2014 Certificates and otherN�ise to cam- out,
ei��e effect to and compl}� �;�ith the terms and intent of this Resolution. the 2014 Certificates. the
First Amendment to Lease/Purchase Aereement, the Amended and Restated Trust Aereement;
the Continuing Disdosure Aereement, the Fust Amendment to Site Lease, the yPurchase
Conuact, the Escroti� Aereement, the Preliminar} Official Statement, and the Official Statement
and aze further authorized and d'uected to pa�� all costs of issuance approved b}� the Director of
Finance or her desienee. Such actions heretofore tal:en bv such officers or desienees are hereb��
ratified; confirmed and approved. V
SECTION 13. Effect. This Resolution shall ta}:e effect immediatel}� upon its passaee.
Presenied by Approved as to form by
-� .
Maria acliadooiian Glen . Gooeins
Direc r of Finance/Tieasurer Cit�� Attomev
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Resolution No. 2014-037
Page 6
PASSED. APPRO\'ED, and ADOPTED bv the Citv Council ofthe Citv of Chula Vista.
Califomia, this 18th da}� of February 2014 by the following vote:
AYES: Councilmembers: Aeuilar. Bensoussan, Ramirez. Salas and Cos
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
l�
Cheryl Co� May r
ATTEST:
1�,,����,..
Donna R. N �s; C , City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
1; Donna R. Norris, City Clerk of Chula Vista, California, do hereby certify that the foregoinQ
Resolution No. 2014-037 ���as duly passed, appro��ed, and adopted by the City Council at a
regular meeting of the Chula Vista City Council held on the 18th day of February 2014.
E�ecuted this 18th da�� of February 2014.
l .�
Donna R. Nor ' , C1�1C, ;ty C1erk,-_
, -