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Home My WebLink AboutReso 2016-098 RESOLUTION NO. 2016-098 RESOLUTION OF THE CITY COUI�'CIL OF THE CITY OF CHULA VISTA MODIFYING. IIv PART. RESOLUTI01�' NO. 2016-0�8 A?`TD AUTHORIZII�'G THE DISTRIBUTIOI�' OF AN OFFICIAL STATEn4E\'T 12�' CONNECTIO?�' R'ITH THE OFFERIi�'G AI�TD SALE OF THE CHLILA VIS7A b4UT']CIPAL FINAIvCII�'G AUTHORITY 2016 LEASE REVENlJE REFUI�TDII�rG BONDS WHEREAS_ the City of Chula Vista (the "Ciri-') is a municipal corporation and chartered city dul} organized and esisting under and pursuant to the Constitution and laws of the State of Califomia (the "State"); and A�HEREAS, on April �, 2016, the Boazd of Directors of the Chula Vista Municipal Financina Authority (the "Authorit}� `) adopted Resolution No. 2016-0�8 authorizine the execution and deli��en� of its Chula Vista Municipal Financing Authoritv 2016 Lease Re��enue Refundine Bonds (the "Bonds") in an aggregate principal amount not to exceed �40.000.000 For the purpose of refinancing the Cin� of Chula Vista 2006 Certificates of Participation (Ci��ic Center Project — Phase 2) (the "2006 Certificates ') and the Cite of Chula Vista 2010 Certificates of Participation (Capital Facilities Refunding Projects) (the "2010 Certificates"); and VdHEREAS, on April 5, 2016, the Citv Council of the City of Chula Vista (the "Cirv ') conducted a public hearing in accordance with Govemment Code Section 6�86.� and adopted Resolution No. 2016-0�8 authorizina the execution and deliverv of��arious documents necessar�� to effectuate the issuance of the Bonds and the defeasance of the 2006 Certificates and the 2010 Certificates: and WHEREAS. the Cirv has ad��ised the Authorirv that it is in the interest of the Cirv to have the Bonds issued onlv for the purpose of refinancing the 2010 Certificates and that the Ciri� w�ill be refinancing the 2006 Certificates through other means; and �i'HEREAS: the Cin� Council desires to approve this resolution to modif�� Resolution No. 2016-0�8, in part, and to authorize the sale of the Bonds onl�� for the purpose of refinancing the 2010 Certificates in order to achieve debt service savinss and reduce the total lease pa}�ments to be made bv the Cit��: and � �i'HEREAS, Resolution No. 2016-0�8 approved the forms of a Site Lease between the Cit�� and the Authority (the "Sire Lease�') pursuant to H�hich the Citv �vill lease certain real propert}� described therein (the "Leased Assets°) to the Authorit��, and a Lease Agreement bet�veen the City and the Authorit�� (the "Lease Agreement"), pursuant to ��hich [he Cit�� aill ]ease the Leased Assets back from the Authorin�, and pay certain Base Rental Pavments (as defined in the Lease Aereement). an Indenture bv and amon_ U.S. Bank National Association (the "Trustee `), the Citv and the Authorit}� (the "Indenture°). an Assienment Agreement b� and benveen the Authorit�� and the Trustee ([he "Assienment Aereement"). a Bond Purchase Agreemen[ b�� and amon� Stifel, Nicolaus & Company, Incorporated (the "Under�ariter`), the Resolution No. 2016-098 Page No. 2 City and the Authority (the "Bond Purchase AgreemenP'), a Continuing Disclosure Agreement by and between the Cit}� and Harrell & Company Advisors, LLC (the "Continuing Disclosure Agreemenr`) and an Escro�� Agreement by and among U.S. Banl: National Association, as escrow agent (the "Escroti� Aeenr'), the Cit�� and the Authority (the "2006 Escrow Agreement '); and WHEREAS, Resolution No. 2016-058 also approved the form of the Preliminary Official Statement for the Bonds (the "Preliminary Official Statement"), a revised version of which has been presented to this City Council at tbe meeting at which this Resolution is being adopted; and WHEREAS, all acts, conditions and things required b}� the laws of the State of Califomia to exist, to have happened and to have been performed precedent to and in connection with the consummation of the refinancing of the 2010 Cenificates as authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law; and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided; and WHEREAS; all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with 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 by law, and the City is now duly authorized and empo��ered, pursuant to each and every requirement of law, to consummate such refinancing 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 follows: SECTION 1. Each of the above recitals is true and correct. SECT[ON 2. The fornis of the Site Lease, the Lease Agreement, the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement and the 2006 Escrow Agreement (together, the "City Documents") were approved by Resolution No. 2016-058, and each of the Mayor of the City (the "Mayor'), the City Manager of the City (the "City Manager`); the Deputy City Manager of the City (the "Deputy City Manager'') and the Director of Finance of the City (the "Director of Finance�') or their designees (collectively; the "Authorized Officers '), acting alone, were authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Cit}� Documents in substantially the forms on file with tl�e City Clerk, with such changes, insenions and omissions therein as the Authorized Officer eaecuting the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are hereby authorized and directed to make such changes to the City Documents as are necessary to ret7ect that the Bonds will refinance only the � 2010 Certificates. The Cih� Council hereby finds and deterniines that the annual lease payments and additional pa}�ments due in each fiscal vear under the Lease Agreement H�ill not exceed the fair rental value of the Leased Assets durina any fiscal year. Resolution No. 2016-098 Paee i`'o. 3 SECTIOn' 3. Non+�ithstandine am� pro��ision in Resolution No. 2016-0�8 to the contran�: the Bonds shall be issued onlv for the purpose of refundine the 2010 Certificates and shall be issued in a principal amount not to esceed �30,000.000, bearing interest at the rates and maturing on the dates as specified in the Indenture as finallv esecuted, is hereb�� authorized and approved. SECTION 4. The form of Preliminarv Official Statement, on file ��ith the Cin� Clerk. �a�ith such changes, insertions and omissions therein as mav be approved b}� an Authorized Officer: is hereb}� appro��ed, and the use of the Preliminary Official Statement in connection ��ith the offerine and sale of the Bonds is hereb�� authorized and approved. The Authorized Officers aze each hereb�� authorized to cenif�� on behalf of the Cit�� that the Preliminan� Official Statement is deemed final as of its date. �;�ithin the meaning of Rule 1�c2-12 promulgated under the Securities Exchanee Act of 1934 (escept for the omission of certain final pricing; rating and related information as permitted b�� Rule 1�c2-12). SECTION �. The preparation and deli��erv of an Official Statement; and its use in connection H�ith the offerine and sale of the Bonds, is hereb�= authorized and approved. The Official Statement shall be in substantiall�� the form of the Preliminar�� Official Statement with such chanees, insertions and omissions as may be approved by an Authorized Officer, such appro��al to be conclusivel�� evidenced by the execution and deliven� thereof. The Authorized Officers aze each hereb�� authorized and directed, for and in the name of and on behalf of the Cin�, to ezecute the final Official Statement and am� amendment or suppiement thereto for and in the name and on behalf of the Cit��. SECTION 6. The officers, emplo��ees and aeents of the Cit�� are hereb�� authorized and directed, jointl}� and severallv, to do anv and all things ��hich the�� mav deem necessar�- or advisable in order to consummate the transactions herein authorized and other��ise to cam� out. give effect to and comply with the terms and intent of this Resolution, includine. but not limited to. the execution and deliverv of aareements terminatine the leasehold and subleasehold interests securin2 the 2006 Certificates and the 2010 Certificates (includina; but no[ limited to. the Termination Asreement for the 2010 Certificates substantialh� in the form on file ��ith the Citv Clerk and any amendment to the site lease and the lease agreement for the 2006 Certificates to reflect the prepa��ment and defeasance of the 2006 Certificates). Am�thing to the contrar� herein notwithstandine, the Director of Finance. or his desienee, is authorized and directed to solicit and accept bids for bond insurance and/or resen�e surety for the Bonds, pro��ided he determines acceptance of the best bid Hill result in further debt sen�ice savines, and appropriate changes to each of the documents referenced herein to e�=idence such bond insurance and/or reserve suretv and the terms thereof are hereby authorized and appro��ed. .All actions heretofore taken b�• the officers, employees and agents of the Cit�� «�ith respect to the transactions set forth above are hereby approved. confirmed and ratified. SECTION 7. Except as expressh� modified herein, Resolution No. 2016-0�8 shall remain in full force and effect. This Resolution shall take effect immediatelv upon its passage. Resolution No. 2016-098 Page No. 4 Presented b}� Approved as to form by , � �� .� /'>��, ✓ \ , Da��id Bilb}�, MSBA, CPf`O len R. ogins � Director of Finance/Treasurer A ey PASSED, APPROVED; and ADOPTED by the City Council of the City of Chula Vista, California, this 24th day of May 2016 by the following vote: AYES: Councilmembers: Bensoussan, McCann. Miesen, and Salas NAYS: Councilmembers: None ABSENT: Councilmembers: Aguilar . Mary alas, Mayor ATTEST: �, �, ,,�;�� Donna R. Norris, CMC, City Clerk STATE OF CALIFORNIA ) ' COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I. Donna R. Norzis. City Clerk of Chula Vista, California, do hereby certify that the foregoing ' Resolution No. 2016-098 was duly passed; approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 24th day of May 2016. Laecuted this 24th day of May 2016. �'�-� �-�-� Donna R. Norris. CMC, City Clerk