HomeMy WebLinkAboutReso 2016-058 RESOLUTIOI�' NO. 2016-0�8
RESOLUTION OF THE CITl' COUI�CIL OF THE CITY OF
CHUL.A VISTA AUTHORIZII�TG 7HE EXECUTION Ai\TD
DELIVERY BY THE CITY OF A SITE LEASE. LEASE
AGREEMENT. Ii�TDEN1'URE. ESCROW AGREEMEI�'TS.
CONTII�iUING DISCLOSURE AGREEMENT AI�'D BOND
PURCHASE AGREEMENT II�' COI`'NECTIOI�' l�'ITH THE
ISSUANCE OF THE CHUL.A VISTA MUNICIPAL
FIi�'ANCIt�'G AUTHORITY 2016 LEASE REVENliE
REFU�'DNG BONDS. APPROVIi�'G THE ISSUANCE OF
SUCH BONDS II�T AN AGGREG.ATE PRII�'CIPAL AMOUTrT
NOT TO EXCEED �40.000.000. AUTHORIZIT�'G THE
DISTRIBUTION OF AN OFFICIAL STATEMENT Ii�'
CO\TI�TECTION �l%ITH THE OFFERII�'G AND SALE OF SUCH
BONDS AI�'D AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMEI�'TS AND CERTIFICATES A\D
RELATED ACTIONS
WHERE.AS, the City of Chula Vista. Califomia (the "City") is a municipal corporation
and chartered cit�� duly organized and existing under and pursuant to the Constitution and la«s of
the State of Califomia (the "State '); and
WHEREAS, the City previously financed a portion of the costs of the acquisition,
construction and installation of certain capital impro��ements in the City, as more fully described
in the proceedines for the issuance of the 2006 Certificates (defined belo�+�) (the `?006 Projecr`)
and for the issuance of the 2010 Cenificates (defined belo�v) (the `2010 Projecr'); and
�l'HEREAS. in order to accomplish such financings; the City determined to provide the
funds necessar�- to finance and refinance the acquisition, construction and installation of the 2006
Project and the 2010 Project through the execution and deli��ery of the Chula Vista Public
Financino Authorin� 2006 Certificates of Participation (Ci�ic Center Project — Phase 2) (the
"2006 Certificates °) and the Cin� of Chula Vista 2010 Certificates of Participation (Capital
Facilities Refunding Projects) (the "2010 Certificates�`); and
WHEREAS. the Cit�� is a member of the Chula Vista Municipal Financine Authority (the
"Authority') and the 2006 Project and the 2010 Project are located ��=ithin the boundaries of the
Citv: and
WHEREAS. in 201� the Cit�� refinanced a ponion of the 2006 Project orioinalh� financed
�vith the proceeds of the 2006 Certificates: and
\�'HERE.AS, the Cit�� desires to refinance the remainine portion of the 2006 Project
originall}� financed ���ith the proceeds of the 2006 Certificates and to refinance the 2010 Project
pre��iouslv refinanced with the proceeds of the 2010 Certificates: and
Resolution No. 2016-058
Page No. 2
WHEREAS, the City and the Authority have determined that demonstrable debt service
sa��ings in effective interest rate can be achieved by the prepayment and defeasance ofthe 2006
Certificates and the 2010 Certificates; and
WHEREAS, on the date hereof the City Council held a public hearing regarding the
refinancing of the remaining portion of the 2006 Project and the 2010 Project in all respects in
accordance with Section 6586.5 of the Marks-Roos Local Bond Pooling Act of 1985,
commencing with Section 6584 of the Califomia Government Code (the "Acr'); and
WHEREAS, the Authority and the City have determined that it would be in the best
interests of the City and residents of the City to authorize the preparation, sale and delivery of the
"Chula Vista Municipal Financing Authority 2016 Lease Revenue Refunding Bonds" (the
"Bonds') for the purpose of refinancing the remaining portion of the 2006 Project, the 2010
Project and the Cit��'s related lease payments by defeasing and prepaying the 2006 Certificates
and the 2010 Certificates: and
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authoriry
desire to enter into a Site Lease between the City and the Authority (the "Site Lease") pursuant
to which the City will lease certain real property described therein (the `'Leased Assets'); subject
to adjustment as described in Section 2 below) to the Authority, and a Lease Agreement between
the City and the Authority (the "Lease AgreemenP'), pursuant to which the City will lease the
Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the
Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant
to an Indenture by and among U.S. Bank National Association (the "Trustee"), the City and the
Authority (the "Indenture ') the forms of which have been presented to this Ciry Council at the
meeting at which this Resolution is being adopted; and
WHEREAS, the defeasance of the 2006 Certificates to be prepaid will be accomplished
by means of an Escrow Agreement (the "2006 Escrow Agreement') by and among U.S. Bank
National Association, as escrow agent (the "Escrow AgenP'), the City and the Authority, the
form of which has been presented to this City Council at the meeting at which this Resolution is
being adopted; and
WHEREAS, the defeasance of the 2010 Certificates to be prepaid will be accomplished
by means of an Escrow Agreement (the "2010 Escrow Agreement') by and among the Escrow
Agent, the City and the Authority, the form of which has been presented to this City Council at
the meeting at which this Resolution is being adopted; and
WHEREAS, the Bonds will be issued pursuant to the Act; and
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the
Bonds: and
WHERGAS, the City and the Authority have selected Stifel, Nicolaus & Company,
Incorporated to act as underwriter (the "Underwriter") to purchase the Bonds from the Authority
pursuant to a Bond Purchase Agreement by and among the City, the Authority and the
Underwriter (the "Bond Purchase AoreemenY') the form of which has been presented to this City
Council at the meeting at ���hich this Resolution is being adopted; and
Resolution No. 2016-0�8
Paae No. 3
VdHEREAS, Rule 1�c2-12 promuleated under the Securities Exchange Act of 1934
(��Rule 1�c2-12") requires that, in order to be able to purchase or sell the Bonds. the unden��riter
thereof must have reasonablv determined that the Cit�� has undertal:en in a �ti�ritten aereement or
contract for the benefit of the holders of the Bonds to provide disclosure of certain financial
information and certain e��ents on an oneoine basis: and
A'HEREAS, in order to cause such requirement to be satisfied, the Cit�� desires to execute
and deliver a Continuing Disclosure Asreement (the "Continuine Disclosure Aereement `) the
form of which has been presented to this Citv Council at the meeting at �ahich this Resolution is
being adopted; and
WHEREAS. a form of the Preliminar}� Official Statement for the Bonds (the
"Preliminary Official Statement ') has been prepared the form of���hich has been presented to this
Cit�� Council at the meetins at N�hich this Resolution is being adopted; and
V�'HEREAS. the Cit�� Council has been presented ��-ith the form of each document
referred to herein (collectively. the "Cih� Documents") relating to the refinancine contemplated
hereby, and the Cit�� Council has examined and approved each document and desires to authorize
and direct the eaecution oF such documents and the consummation of the refinancing of a portion
of the 2006 Project and the 2010 Project; and
WHEREAS, all acts, conditions and things required by the la���s of the State of Califomia
to exist. to have happened and to ha��e been performed precedent to and in connection ���ith the
consummation of such refinancing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required b}� law; and the Cin� is no�i� dul��
authorized and empowered, pursuant to each and e��ery requirement of law; to consummate such
refinancine for the purpose, in the manner and upon the terms herein pro��ided.
I�'OVd. THEREFORE. the Citv Council of the Citv of Chula Vista does herebv resoh�e as
follo���s:
SECTIOn 1. Each of the above recitals is true and correct. The Cit�� Council herebv
appro��es the financine and refinancing described in this Resolution and further finds and
determines that there are signircant public benefits ro the citizens of the City through the
appro��al of the Bonds and other documents described herein pursuant to the Act and othenvise
hereunder �aithin the meanins of Section 6�86(a) throush (d). inclusive. of the Act. in that the
deliven� of the Bonds and related transactions ���ill result in demonstrable savines in effecti��e
interest rate to the Cit��.
SECTION 2. The forms of the Site Lease and Lease Aereement, on file ���ith the Citv
Clerk. are hereby approved; and each of the A4avor of the Citv (the "A4ayor'). the City Manager
of the Cit}� (the "Citv Manaeer`), the Deput}� Cit�� Manager of the City (the "Deputy Cit��
1�4anaQer') and the Director of Finance of the City (the "Director of Finance `) or their desienees
(collecti��el��, the "Authorized Officers '), acting alone. is hereb� authorized and directed, for and
in the name and on behalf of the Cih�. to esecute and deli��er the Site Lease and Lease
Aereement in substantialh said forms. ��ith such chan<_es. insenions and omissions therein as the
Resolution No. 2016-0�8
Page No. 4
Authorized Officer executing the same may require or approve, such approval to be conclusively
evidenced by the eaecution and delivery thereof; provided, however, that the term of the Site
Lease and Lease Agreement shall terminate no later than May 1, 2036 (provided that such term
may be extended as provided therein). The Leased Assets to be included in the Lease Agreement
and the Site Lease shall be designated by the City Manager or the Deputy City Manager, or their
desienees, and may include all or a portion of the Leased Assets listed in the Lease Agreement
and the Site Lease on file with the City Clerk, or such additional real property assets of the City
as one of such officers determines is necessary in order to satisfy any legal requirements to enter
into the Lease Agreement; based on the advice of bond counsel, or rating agency requirements to
rate the Bonds, with such designation to be conclusively evidenced by the execution and delivery
of the Site Lease and Lease Agreement by one or more oT the Authorized Officers. The City
Council hereby finds and determines that the annual lease payments and additional pa}�ments due
in each fiscal yeaz under the Lease Agreement will not exceed the fair rental value of the Leased
Assets during any fiscal year.
SECTION 3. The form of Indenture, on file with the City Clerk, is hereby approved, and
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 deliver the Indenture in substantially said form,
with such changes, insertions and omissions therein as the Authorized Officer executing the
same may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not
exceed $40,000,000, the final maturiry date of the Bonds shall be no later than May 1, 2036 and,
provided, fuRher, that such changes, insertions and omissions shall be consistent with the terms
of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.
SECTION 4. The Bond Purchase Agreement, on file with the City Clerk, is hereby
approved and 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 deliver the acceptance thereof set
forth in the Bond Purchase Agreement, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or approval to
be conclusively evidenced by the execution of the Bond Purchase Agreement by such
Authorized Officer; provided, however, that such changes, insertions and omissions shall not
result in an aggregate underH�iter's discount (not including any original issue discount paid by
the Underwriter) from the principal amount of the Bonds in excess of six-tenths of one percent
(0.6%) of the aggregate principal amount of the Bonds; and provided, further, that the Bond
Purchase Agreement shall be executed only if the net present value savings realized by the City
in terms of reduced lease payments, as confirmed by the City's Municipal Advisor, is not less
than five percent (5%) of the principal amount of the 2006 Certificates and the 2010 Certificates
defeased and prepaid.
SECTION 5. The issuance of not to exceed $40,000,000 aggregate principal amount of
the Bonds, in the principal amounts, bearing interest at tUe rates and maturing on the dates as
specified in the Indenture as finally executed, is hereby approved.
SECTION 6. The form of Preliminary Official Statement, on file with the City Clerk;
�iith such changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby appro��ed, and the use of the Preliminary OCficial Statement in connection with
Resolution I�'o. ZO16-0�8
Paee ?�'o. �
the offerine and sale of the Bonds is hereb�- authorized and appro��ed. The Authorized Officers
aze each herebv authorized to certifi� on behalf of the Cin- that the Preliminarv Official Statement
is deemed final as of its date; v��ithin the meaning of Rule 15c2-12 (except for the omission of
certain final pricina, rating and related information as permitted b�� Rule 1�c2-12).
SECTION 7. The preparation and deli��en� of an Official Statement. and its use in
connection ��ith the offering and sale of the Bonds: is hereby authorized and approved. The
Official Statement shall be in substantiallv the form of the Preliminar�� Official Statement ���ith
such changes. insertions and omissions as may be approved b�� an Authorized Officer. such
appro��al to be conclusi��ely e��idenced bv the execution and deliverv thereof. The Authorized
Officers are each hereb�� authorized and directed. for and in the name of and on behalf of the
Citv, to execute the final Official Statement and anv amendment or supplement thereto for and in
the name and on behalf oFthe Cin�.
SECTION 8. The forms of the 2006 Escro«� Aereement and the 2010 Escro�e
Agreement; on file �i�ith the Cit}� Clerk. are hereby approved. and each of the Authorized
Officers. actine alone. is herebv authorized and directed. for and in the name and on behalf of the
Cit��. to esecute and deli��er the 2006 Escroti� Aereement and the 2010 Escro�v Aereement in
substantiall�� said forms. ���ith such chanees. insertions and omissions therein as the Authorized
Officer executine the same mav require or appro��e, such approval to be condusively e��idenced
bv the esecution and deli��en� thereof.
SECTION 9. The form of Continuine Disclosure Aereement. on file �rith the Cirv
Clerk, is hereb}� appro��ed, and each of the Authorized Officers, acting alone; is hereb}=
authorized and directed. for and in the name and on behalf of the Cin�. to execute and deli��er the
Continuine Disclosure Aereement in substantialh� said form. H�ith such chanaes. insertions and
omissionsytherein as the Authorized Officer executing the same ma}� require or appro��e, such
approval to be conclusi��ely evidenced to the esecution and deli��ery thereof.
SECTION 10. Selection of Professionais. Harrell & Compan} Advisors. LLC is hereb��
designated as the �4unicipal Advisor to the Cih� and the Authoritq for the Bonds and Stradlina
Yocca Carlson R Rauth. a Professional Corporation is hereb}� desienated as bond counsel and
disdosure counsel for the Bonds. and the Authorized Officers aze each herebv authorized and
directed,joindy and severally_ to execute any and all contracts for services and other documents
necessan� to procure the services of such firms for the esecution and delivery of the Bonds.
SECTIO\' 11. The officers, emplo�=ees and agents of the Cin� are hereb�� authorized and
directed, jointly and se��erall}, to do an�� and all thines N�hich thev ma�� deem necessarv or
ad��isable in order to consummate the transactions herein authorized and othern�ise to cam� out.
give effect to and comph� with the terms and intent of this Resolution. includin�, but not limited
to. the execution and deli��er�� of aereements terminatina the leasehold and subleasehold interests
securing the 2006 Certificates and [he 2010 Certificates (includine; but not limited to; the
Termi�ation Agreement for the 2010 Certificates substantiall�� in the form on file ���ith the Cit��
Clerk and an�� amendment to the site lease and the lease aereement for the 2006 Certificates to
reflect the prepavment and defeasance of the 2006 Certificates). Am thin� to the contrarv herein
notn°ithstandina. the Director of Finance. or his desi�nee, is authorized and directed to solicit and
accept bids for bond insurance and/or resen�e sureh for the Bonds. provided he determines
Resolution No. 2016-0�8
Page No. 6
acceptance of the best bid will result in further debt service savings, and appropriate changes to
each of the documents referenced herein to evidence such bond insurance and/or reserve surety
and the terms thereof, are hereby authorized and approved. All actions heretofore taken by the
officers, employees and agents of the City with respect to the transactions set forth above aze
hereb}� approved, confirmed and ratified. `
SECT[ON 12. This Resolution shall take effect immediately upon its passage.
Presented by Approved as to form by
, � � '
David Bilby, MSBA, CPFO Glen Googin
Director of Finance/Treasurer it rney
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
Califomia, this Sth day of Apri12016 by the following vote:
AYES: Councilmembers: Aguilar, McCann, Miesen, and Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: Bensoussan
Mary S s, Mayor
ATTEST:
��[ �
Donna R. Norris, CMC, Cit}� 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. 2016-058 was duly passed, approved, and adopted by the City Council at a
re�ular meeting of the Chula Vista City Council held on the Sth day of April 2016.
Executed this Sth day of April 2016.
�� � �
Donna R. Norris, CMC, City Clerk