HomeMy WebLinkAboutReso 2015-150 RESOLUTIOI�' I�O. 201�-1�0
RESOLUTION OF THE CITY COUI�'CIL OF THE CITI' OF
CHliLA VISTA I�4AKII�'G REQUIRED FII�iDII�'GS.
AUTHORIZING THE EXECUTION AND DELIVERI' OF
DOCUMEI�TTS RELATI?�'G TO THE SALE A\D DELIVERI'
OF ?�'OT TO E�CEED �47.000.000 201� REFUI�'DII�'G
CERTIFICATES OF PARTICIPAT[ON. (CIV'IC CEI�iTER
PROJECT); AI�'D AUTHORIZIi�'G A\'D DIRECTII�'G CER7 AIi�'
ACTIONS Il`' COI�'IvECTION THERE�4'ITH
WHEREAS. the Citv of Chula Vista (the "Cih�") is a municipal corporation and a charter
city dul�� oreanized and existing under and pursuant to the Constimtion and laN�s of the State of
Califomia (the "State"); and
WHEREAS. the Chula Vista Public Financing Authorin (the "Authorit��') has assisted
the City in financins the construction_ reconstruction, modemization and equippine of the Cin�'s
Ci��ic Center Comples and certain other Cit}� facilities through the esecution and deliver}� of the
$37;240,000 Citv of Chula Vista 2004 Cenificates of Participation (Ci��ic Center Project —
Phase 1) (the "?004 Certificates`) and the �20,32�,000 Cit�� of Chula Vista 2006 Certificates of
Participation (Civic Center Project — Phase 2) (the "2006 Certificates ' and; together ��°ith the
2004 Certificates, the "Prior Certificates`) ���hich aze outstanding pursuant to that certain
Amended and Restated 7rust Asreement. dated as of n4arch 1, 2006 (the "Orieinal Trust
Agreemenr`), b}� and amone the City, the Authority and li.S. Ban}: I�iational Association, as
successor to The Bank of I�'e��� York Mellon Trust Compam, N.A., and BI�'1' A'estem Trust
Compam�, as trustee (the "Trustee"); and
VdHEREAS. in order to facilitate the e�ecution and deli��en� of the Prior Certificates. the
Cit�� has leased to the Authorit}� the real property (the "Site") set forth in Eshibit A, on file in the
Office of the City Clerk, to that certain Site Lease, dated as of September 1; 200�; as amended b��
that First Amendment to Site Lease dated as of 1�9arch 1. 2006 (together. the "Original Site
Lease '), both b}� and bet��een the Cin and the Authorit�-, and the Authorit�� has leased back the
Site and the impro��ements located thereon; indudine those constructed N�ith the proceeds of the
Prior Certificates (together, the "Leased Premises") to the Cih pursuant to that cenain
Lease/Purchase A�reement. dated as of September 1; 2004; as amended b�� that First Amendment
to Lease/Purchase Aereement dated as of March 1, 2006 (toeether. the "Orieinal Lease '), both
b�� and between the Citv and the Authoritv: and
R'HEREAS. the Oriainal Trust Aereement. the Ori¢inal Site Lease. the Orieinal Lease
and the Assienment Agreement, dated as of September 1. 2004 and as amended b�� that certain
First Amendment to Assignment Agreement dated as of March 1: 2006 (together, the "Original
Assi�nment Aareemenr'), each bv and bet�veen the Authoritv and the Trustee, allo�v for the
esecution and deli��ery of Additional Certificates (as that term is defined in the Orisinal Trust
Agreement) to refund all or a portion of the Prior Certificates; and
Resolution No. 201�-1�0
Page No. 2
WHEREAS_ the Cit�� desires to cause the Trustee to execute and deliver the 2015
Refunding Certificates of Participation (Ci��ic Center Project), in the aggregate principal amount
not to exceed $47,000,000 (the "2015 Certificates"), in order to refund all or a portion of the
Prior Certificates; and
WHEREAS; to accomplish the sale, preparation, execution and delivery of the 201�
Certificates. the Citv desires to enter into that certain Second Amendment to Site Lease. dated as
of .luly l, 2015 (the ��Second Amendment to Site Lease`), and the Second Amendment to
LeaselPurchase Agreement, dated as of July 1, 2015 (the "Second Amendment to
Lease/Purchase AgreemenP'). each by and between the City and the Authority, in order to make
certain amendments thereto: and
WHEREAS, to facilitate the execution and delivery of the 2015 Certificates the City
desires to enter into that certain First Supplement to Amended and Restated Trust Agreement,
dated as of July l, 2015 (the "First Supplement to Amended and Restated Trust Agreement '), by
and among the Authority; the Cit�� and the Trustee, and to approve the execution and delivery of
that certain Second Amendment to Assignment Agreement, dated as of July 1, 2015 (the
"Second Amendment to Assigmnent Agreement"), by and between the Authority and the
Trustee; and
WHEREAS, in order to facilitate the execution and delivery of the 2015 Certificates, the
City desires to enter into a Purchase Contract (the "Purchase Contracf') for the 2015 Certificates
with Stifel I�'icholas &: Co. (the "Underw�iter'); and
WHEREAS. in order to facilitate the execution and delivery of the 2015 Certificates; the
City 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 Stateroent"); and
WHEREAS, in order to refund and defease all or a portion of the Prior Certificates, the
City desires to enter into an Escrow Agreement (the `Escrow AgreemenY'), by and among the
City, the Authority and U.S. Bank National Association, as escrow bank (the "Escrow Bank") for
each series of the Prior Certificates to be refunded; and
W]-IEREAS, the forms of the documents necessary for tl�e execution and delivery of the
2015 Certificates are on file with the Clerk as described herein; and �
WHEREAS, al] acts, conditions and things required by the Constitution and laws of the
State to exisL to have happened and to have been performed precedent to and in connection with
the e�ecution and deli��ery of the 201� 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 dul��
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.
Resolution No. 201�-1�0
Pase No. 3
?�'OA'. THEREFORE. the Citv Council of the Cin� of Chula V ista does herebv resoh�e as
follow�s:
SECTIOI�' l. Findines. The Cit}� Council hereb�� specifically finds and dedares that
each of the statements. findinas and determinations of the Cin set forth in the recitals set forth
above and in the preambles of the documents appro��ed herein are true and correct.
SECTION 2. Authorization of 201� Cenificates. The Cin Council herebv authorizes the
refundino of all or a portion of the Prior Certificates through the preparation, sale and deli��en� of
the 2015 Certificates in an amount not to exceed $47.000.000.
SECTION 3. Second Amendment to Lease/Purchase .Asreement. The form of the
Second Amendment to Lease/Purchase Agreement presented to this meetin� and on file N�ith the
Clerk (the "Clerk"), is hereby appro��ed. Each of the Mayor of the City (the "Ma}�or'), the Citv
Manager of the Ciri (the "Cit�� Manager`), the Deputq Cit}� !�4anaser of the Citv (the "Deput��
City Manaeer`) and the Assistant Director of Finance of the City (the "Assistant Director of
Finance `) or their desienees (collectiveh•, the "Authorized Officers `), acting alone, is hereb��
authorized and directed, for and in the name and on behalf of the Citv. to esecute and deliver to
the Authorit�� the Second Amendment to Lease/Purchase Aereement in substantialh� said form.
���ith such chanees therein as the Authorized Officer or Officers e�ecuting the same ma�� require
or approve, such appro��al to be conclusi��elv e��idenced bv the execution and deli��en� thereof bv
one or more of the Authorized Officers. As the annual lease paqments due under the Orieinal
Lease �vill be reduced as a result of the execution and deli�-en= of the 201� Certificates. the Cit��
Council hereby finds and determines that the annual lease pa}�ments and additionai pa}�nents due
in each fiscal ��eaz under the Orieinal Lease as amended bv the Second Amendment to
Lease/Purchase Agreement will not exceed the fair rental value of the Leased Premises durins
an�- fiscal vear. �
SECTIO\' 4. Second Amendment to Site Lease. The form of the Second Amendment to
Site Lease presented to this meetine and on file �vith the Cierk, is herebv approved. Each of the
Authorized Officers. actina alone. is herebv authorized and directed. for and in the name and on
behalf of the Citv. to eaecute and deliver to the Authoritv the Second Amendment to Site Lease
in substantiallv said form. ���ith such chanees therein as the .Authorized Officer or Officers
e�;ecuting the Second .Amendment to Site Lease ma�� require or appro��e, such approval to be
conclusi��el�� evidenced bv the ezecution and deliver�� thereof b�� one or more of the Authorized
Officers.
SECTIO\' S. First Supolement to Amended and Restated Trust Aereement. The form of
the First Supplement to Amended and Restated Trust Aereement presented to this meeting and
on file �aith the Clerk; is hereby appro��ed. Each of the Authorized Officers. actins alone, is
hereb�� authorized and directed, for and in the name and on behalf of the Ci[v. to etecute and
deli��er to the Authorit}� and the Trustee the First Supplement to Amended and Restated Trust
Aereement in substantiallv said form. �vith such chanees therein as the Authorized Officer or
Officers executino the First Supplement to Amended and Restated Trust Asreement ma�� require
or approve, such appro��al to be conclusiveh evidenced bv the execution and delivery thereof b��
one or more of the .4uthorized Officers.
Resolution No. 201�-1�0
Page No. 4
SECTIOI�' 6. EscroN� Aereement. The form of the Escrow Agreement presented to this
meeting and on file N�ith the Clerk, is hereby approved. Each of the Authorized Officers, acting
alone, is hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deli��er to the Authority and the Escrow Bank one or more Escrow Agreements in
substantially said form. with such changes therein as the Authorized Officer or Officers
eaecuting the same may require or approve, such approval to be condusively evidenced b�� the
eaecution and deliver}� thereof by one or more of such Authorized Officers.
SECTION 7. Second Amendment to Assignment Agreement. The Second Amendment
to Assignment Agreement substantially in fhe form on file with the Clerk is hereby approved for
execution and delivery by the Authoriry.
SECTION 8. Purchase Contract. The form of the Purchase Contract, by and betti�een the
City and the Underwriter presented to this meeting and on file with the Clerk and the sale of the
2015 Certificates to the Underwriter pursuant thereto upon the terms and conditions set forth
therein is hereby appro��ed, and subject to such approval and subject to the provisions hereof;
each of the Authorized Officers, acting alone, is hereby authorized and directed to evidence the
City's acceptance of the offer made by the Purchase Contract by executing and delivering the
Purchase Contract in said form with such changes therein as the Authorized Officer or
Authorized Officers executing the same may approve and such matters as are authorized by this
Resolution, such approval to be conclusively evidenced by the eaecution and delivery thereof by
any one of the Authorized Officers: provided, however, that the Purchase Contract shall be
executed only if the aggre�ate principal amount of the 2015 Certificates does not exceed
$47,000,000, the Underwriter's discount (exclusive of original issue discount) does not exceed
seven-tenths of one percent (OJ%) of the principal amount of the 2015 Certificates and the net
present ��alue savings realized by the City in terms of reduced lease payments; as confirmed by
the City's Financial Ad��isor, is not less than five percent (5%) of the principal amount of the
Prior Certificates refunded. Each of the Authorized Officers, acting alone; is further authorized
and directed to consult ti�iCh the Cit}�`s Financial Advisor and to detem�ine whether the refunding
of all or a portion of the Prior Certificates is the best alternative for the City and to then direct the
U�derwriter to sell a principal amount of 2015 Certificates to effect the full or partial refunding,
as applicable.
SECTION 9. Preliminarv Official Statement. The form of the Preliminacy Official
Statement; presented to this meetina and on file with the Clerk, is hereby approved. Each of the
Authorized Officers; actin� alone; is hereby authorized to make such changes to the Preliminary
Official Statement as are necessary 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 with Rule 15c2-12 promulgated under the Securities Exchange Act of]934. Each
of the Authorized Officers, acting alone, is hereby authorized and directed to execute, approve
and deliver the final Officia] Statement in the form of the Preliminary Official Statement with
such changes, insertions and omissions as the Authorized Officer executing such document ma��
require or approve, such approval to be conclusively evidenced by the execution and deliverv
thereof bv an Authorized Officer.
Resolution No. 201�-1�0
Page No. �
SECTIO?�' ]0. Continuine Disclosure .4ereement. The form of the Continuins
Disclosure Agreement, dated as of Jul}• l, 201� (the `Continuine Disclosure Agreemenr`). b��
and betu�een the Cit�� and l�%illdan Financial Sen ices. as dissemination agent; presented to this
meeting and on file ���ith the Clerk, is hereby appro��ed. Each of the Authorized Officers. acting
alone. is herebv authorized and directed. for and in the name and on behalf of the Cit��. to
esecute and deli��er the Continuine Disclosure .Aereement in substantiall�� said form, with such
changes therein as the Authorized�0fficer or Officers executine such document mav require or
approve, such appro��al to be conclusiveh� evidenced b}� the eaecution and delivery thereof b�
one or more of such Authorized Officers.
SECTIO\' 11. Attestations. The Clerk and such person or persons as ma�� ha��e been
desi�nated bv the Clerk to act on her behalf. are herebv authorized and directed to attest the
sianarure of the Authorized Officers desienated herein to execute any documents described
herein, and to affi� and attest the seal of the Cin-, as ma}� be required or appropriate in
connection Hith the execution and deliver�� of the Second Amendment to Lease/Purchase
Aareement. the First Supplement to Amended and Restated Trust Agreement. the Continuin�
Disclosure Aereement, each Escro���Aereement and the Official Statement.
SECTIOI�' 12. Other Actions. The Authorized Officers aze each hereb.� authorized and
directed, jointl}� and se��erallv, to do am� and all things and to e�ecute and deli��er anv and ali
documents. includine. but not limited to. anv amendment to the Orieinal Site Lease. ���hich each
ma�� deem necessar��or advisable in order to consummate the sale. execution and deli��erv of the
201� Certificates and othen��ise to cam� out, ei��e effect to and compl}� �i�ith the terms and intent
of this Resolution, the 201� Certificates, the Second Amendment to Lease/Purchase Agreement,
the First Supplemem to Amended and Restated Trust A�reement. the Continuine Disclosure
Aereement. the Purchase Contract. the Escro��� Aereement. the Preliminan� Official Statement.
and the O�cial Statement and are further authorized and directed to pa}� all costs of issuance
approved bv the Deput}� City A4anaeer or her designee. or the Assistant Director of Finance.
Such actions heretofore taken bv such officers or desianees are herebv ratified. confirmed and
approved. y
SECTION 13. Selection of Professionals. Harrell & Company is hereb�� designated as
the Financial Ad��isor to the Cit�� for the 201> Cenificates and Stradline Yocca Carlson R Rauth.
a Professional Corporation is herebr desienated as bond counsel and disclosure counsel for the
201� Certificates, and the Authorized Officers are each hereb�� authorized and directed; jointly
and se��erall��. to e�ecute anv and all contracts for sen�ices and other documents necessan to
procure the sen�ices of such firms for the execution and deli��en� of the 201� Certificates.
SECTION 14. Effect. This Resolution shall take effect immediatel}� upon its passa�e.
Presented b� Approved as to form by
� !
�-/� / / —� �._
Maria 'achadoorian Glen R.Gooeins�
Deput}� Cit}� Manager/Director of Finance �� irv A omey �_
Resolution No. 2015-1�0
Paee No. 6
PASSED, APPROVED; and ADOPTED by the City Council of the City of Chula Vista,
Califomia, this 16th day of June 2015 by the following vote:
AYES: Councilmembers: Aguilar, Bensoussan, McCann, Miesen and Sa]as
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
,
�
Mary Sa , Mayor
ATTEST:
� � ��
Donna R. Noms. �MC. Citv Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
], Donna R. Norris, Ciry Clerk of Chu]a Vista, Califomia, do l�ereby ceriify that the foregoing
Resolution No. 201�-150 was duly passed, approved, and adopted by the City Council at a
re�ular meeting of the Chula Vista Cit}� Council held on the 16th da}� of June 201�.
Executed this 16th day of June 20]5.
/
Donna R. Norris, C C, City Clerk