HomeMy WebLinkAboutReso 2016-099 RESOLUTIOI�' ?�'O. 2016-099
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHLJLA VISTA MAKING REQUIRED FII�iDII�'GS,
AUTHORIZIt�'G 7HE EXECUTION AND DELIl'ERY OF
DOCUA4EI�'TS RELATII�'G TO THE SALE AND DELIVERY
OF NOT TO E,l'CEED �10.000.000 2016 REFUT�TDII�TG
CERTIFICATES OF PARTICIPATION; (CNIC CEI�'TER
PROJECT); AI�'D AUTHORIZIi�'G AI�rD DIRECTING CERTAII�'
ACTI01�'S II�' COTT'ECTION THERE�'ITH
�L'HEREAS, the City of Chula Vista (the "Cit�� ') is a municipal corporation and a
chartered citv dul�� oreanized and existing under and pursuant to the Constitution and la���s of the
State of Califomia (the "State '); and
��%HEREAS. the Chula Vista Public Financine Authority (the "Authorih�') has assisted
the City in financing the construction, reconstruction, modernization and equipping of the Citv's
Civic Center Complex and certain other City facilities through the esecution and deli��ery of the
�37_240;000 City of Chula Vista 2004 Certificates of Participation (Civic Center Project —
Phase 1) (the "2004 Certificates') and the $20;32�;000 Cit�� of Chula Vista 2006 Certificates of
Participation (Ci��ic Center Project — Phase 2) (the "2006 Certificates"): and
V✓HEREAS; the Authority funher assisted the Cit}' in refunding the outstandine 200�
Certificates and a portion of the outstanding 2006 Certificates through the execution and deli��er��
of the $34,330,000 Cirv of Chula Vista 201� Refunding Certificates of Participation (Civic
Center Project) (the "201� Certificates' and together with the 2004 Certificates and the 2006
Certificates, the "Prior Certificates') which are outstanding pursuant to that certain Amended
and Restated Trust Aereement. dated as of March 1. 2006. bv and amona the Cirv. the Authorin�
and U.S. Bank National Association, as successor to The Bank of New York n4ellon Trust
Companv, N.A.; and BI�'Y Westem Trust Company; as trustee (the "Trustee"). as amended b��
that certain First Supplement to Amended and Restated Trust Agreement dated as of
September l, 201� (together, the "Orisinal Trust Aereemenr'); and
N'HEREAS. in order to facilitate the e�ecution and deli��en� of the Prior Certificates. the
Cit�� has leased to the Authoritv the real property (the "Site ') set forth in Exhibit A to that certain
Site Lease, dated as of September l, 2004, as amended b}� that First Amendment to Site Lease
dated as of March l. 2006; and the Second Amendment to Site Lease dated as of September l;
201� (tooether, the "Original Site Lease '), each b�� and bet���een the City and the Authorit��_ and
the Authorih� has leased back the Site and the impro��ements located thereon, including those
constructed H°ith the proceeds of the 2004 Certificates and the 2006 Certificates (to�ether. the
"Leased Premises ') to [he City pursuant to that certain Lease/Purchase Agreement. dated as of
September l; 2004, as amended bv that First Amendment to Lease/Purchase Agreement dated as
of March l. 2006. and that Second Amendment to Lease/Purchase Aereement dated as of
September 1, 201� (toeether. the "Ori�inal Lease"). both bv and betn�een the Cit�� and the
Authorit��: and
Resolution No. 2016-099
Page No. 2
WHEREAS; the Original Trust Agreement, the Origina] Site Lease, the Original Lease
and the Assignment Agreement, dated as of September 1, 2004, and as amended by that certain
First Amendment to Assignment Agreement dated as of Mazch 1, 2006, and that certain Second
Amendment to Assignment Agreement dated as of September 1, 2015 (together, the "Ori�inal
Assignment Agreement"), each by and between the Authority and the Trustee, allow for the
� execution and delivery of Additional Certificates (as that term is defined in the Original Trust
Agreement) to refund al] or a portion of the Prior Certificates; and
WHEREAS; the City desires to cause the Trustee to execute and deliver the 2016
Refunding Certificates of Participation (Civic Center Project), in the aggregate principal amount
not to exceed $10,000,000 (the "2016 Certificates"), in order to refund all or a portion of the
2006 Certificates; and
WHEREAS, to accomplish the sale, preparation, execution and delivery of the
2016 Certificates, the City desires to enter into that certain Third Amendment to Lease/Purchase
Agreement, dated as of June 1, 2016 (the "Third Amendment to Lease/Purchase Agreement"),
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 2016 Certificates, the City
desires to enter into that certain Second Supplement to Amended and Restated Trust Agreement.
dated as of June 1; 2016 (the "Second Supplement to Amended and Restated Trust AgreemenY'),
by and among the Authority, the City and the Trustee, and to approve the execution and delivery
of that certain Third Amendment to Assignment Agreement, dated as of June 1, 2016 (the "Third
Amendment to Assignment Agreemenf'), by and between the Authority and the Trustee; and
WHEREAS, in order to facilitate the execution and delivery of the 2016 Certificates, the
City desires to enter into a Purchase Contract (the "Purchase Contract") for the 2016 Certificates
� with Stifel Nicholas & Co. (the "Underwriter"); and
�, WHEREAS, in order to facilitate the execution and delivery of the 2016 Certificates, the
City desires to approve and deliver a final Official Statement substantially in the form of the
Preliminary Official Statement ti�hich has been presented to this City Council at the meeting at
which this Resolution is being adopted (the "Preliminary Official Statement`); and
WHEREAS, in order to refund and defease all or a portion of the 2006 Certificates, the
City desires to enter into an Escrow Agreement (the "Escrow Agreemenr'), by and among the
City; the Authority and U.S. Bank National Association, as escrow bank (the `'Escrow Bank");
and
WHEREAS, the forms of the documents necessary for the execution and delivery of the
2016 Certificates are on file N�ith the Clerk as described herein: and
� WHEREAS, all acts, conditions and things required by the Constitution and laws of the
State to exist, to have happened and to have been perfonned precedent to and in connection with
the execution and deliver�� of the 2016 Certificates do cxist, 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 empoN�ered, pursua��t to each and every requireu�ent of law, to consumtnate such
financing for the purpose, in the manner and upon the terms herein provided.
Resolution No. 2016-099
Paae No. 3
I�'OR'. THEREFORE. the Cin� Council of the Cirv of Chula Vista does hereb�� resol��e as
Follo��s:
SECTION 1. Findines. The Cit�� Council hereb}� specifically finds and declares that
each of the statements. findines and determinations of the Cin� set forth in the recitals set forth
abo��e and in the preambles of the documents approved herein aze true and correct.
SECTION 2. Authorization of 2016 Certificates. The Cih� Council herebv authorizes the
refunding of all or a portion of the 2006 Certificates through the prepazation, sale and deliven� of
the 2016 Certificates in an amount not to exceed $10.000.000.
SECTION 3. Third Amendment to Lease/Purchase Aereement. The form of the Third
Amendment to Lease/Purchase Agreement presented to this meetins and on file with the Clerk
(the "Clerk"). is hereb}� approved. Each of the Mavor of the Cin (the "A9a}�or'); the Citv
Manaeer of the Cin� (the "City Manager`). the Deputy City h4anaeer of the Citv (the "Deput}�
Cin� Manaeer') and the Director of Finance of the City (the "Director of Finance") or their
desi�nees (collectiveh�, the "Authorized Officers '). actine alone, is hereb}� authorized and
directed, for and in the name and on behalf of the Citv, to esecute and deli��er to the Authoritv
the Third Amendment to Lease/Purchase Aereement in substantiallv said form, with such
chanees therein as the Authorized Officer or Officers executing the same mati� require or
appro��e; such approval to be conclusivel}� e��idenced by the execution and delivery thereof bv
one or more of the Authorized Officers. As the annual lease pa}�ments due under the Original
Lease ��ill be reduced as a result of the execution and deli��en� of the 2016 Certificates. the Cin�
Council hereby finds and determines that the annual lease payments and additional payments due
in each fiscal veaz under the Orieinal Lease as amended b�� the Third Amendment to
Lease/Purchase Agreement H�ill not esceed the fair rental value of the Leased Premises during
am� fiscal vear.
SECTION 4. Second Supplement to Amended and Restated Trust Aereement. The form
of the Second Supplement to Amended and Restated Trust Agreement presented to this meeting
and on file with 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 execute and
deli��er to the Authorit}� and the Trustee the Second Supplement to Amended and Restated Trust
Aereement in substantiallv said form. with such chanees therein as the Authorized Officer or
Officers executina the Second Supplement to Amended and Restated Trust Asreement ma�
require or appro��e. such appro��al to be conclusi��elv evidenced b�� the execution and deliven�
thereof b�� one or more of the Authorized Officers.
SECTION 5. Escrow Aereement. The form of the Escro�� Agreement presented to this
meeting and on file N�ith the Clerk; is hereb}� approved. Each of the Authorized Officers, acting
alone. is herebv authorized and directed. for and in the name and on behalf of the Cit��, to
execute and deli��er to the Authoritv and the Escro��� Bank the Escrow Aareement in subs[antialh�
said form. ��ith such chanees therein as the Authorized Officer or Officers esecutine the same
ma}� require or appro��e. such approval to be conclusi��elv e��idenced b�� [he execution and
deli��erv thereof b�� one or more of such .Authorized Officers.
Resolution No. 2016-099
Page No. 4
SECTIOI�' 6. Third Amendment to Assienment Aereement. The Third Amendment to
Assignment Agreement substantially in the form on file with the Clerk is hereby approved for
execution and delivery by the Authority.
SECTION 7. Purchase Contract. The form of the Purchase Contract, by and between the
City and the Underwriter presented to this meeting and on file with the Clerk and the sale of the
2016 Certificates to the UnderHTiter 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, 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 condusively evidenced by the execution and deliver}� thereof by
any one of the Authorized Officers; provided, however, that the Purchase Contract shall be
e�:ecuted only if the aggregate principal amount of the 2016 Certificates does not exceed
$10,000,000; the Underti�riter's discount (exclusive of original issue discount) does not exceed
six-tenths of one percent (0.6%) of the principal amount of the 2016 Certificates and the net
present value savings realized by the City in terms of reduced lease payments, as confirmed by
� the City's Financia] Advisor, is not less than five percent (5%) of the principal amount of the
2006 Certificates refunded. Each of the Authorized Officers, acting alone, is further authorized
and directed to consult with the City's Financial Advisor and to determine wbether the refunding
' of all or a portion of the 2006 Certificates is the best alternative for the City and to then direct the
Underwriter to sell a principal amount of 2016 Certificates to effect the full or partial refunding,
as applicable.
� SECTION 8. Preliminary Official Statement The form of the Preliminary Official
Statement, presented to this meeting and on f le with the Clerk, is hereby approved. Each of the
Authorized Officers, acting alone; is hereby authorized to make such changes to the Preliminary
Officia] 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 1�c2-12 promulgated under the Securities Eachange Act of 1934. Each
of the Authorized Officers, acting alone, is hereby authorized and directed to execute, approve
and deliver tbe final Official Statement in the form of the Preliminary Officia] Statement with
such changes, insertions and omissions as the Authorized Officer exeeuting such document may
require or approve, such approval to be condusively evidenced by the execution and delivery
thereof by an Authorized Officer.
SECTION 9. Continuin[� Disclosure A�reement. The form of the Continuing Disclosure
Agreement; dated as of June l, 2016 (the "Continuing Disclosure AgreemenP'), by and between
the City and Willdan Financial Services, as dissemination agent, presented to this meeting and on
file with the Clerk, is hereby approved. Each of the Authorized Officers, aeting alone, is hereby
authorized and directed. for and in the name and on behalf of the City, to execute and deliver the
Continuing Disclosure Aereement in substantially said forni, with such changes therein as the
Authorized Officer or Officers eaecuting such document may require or approve, such appro��al
to be conclusively e��idenced by the execution and delivery thereof by one or more of such
Authorized Officers.
Resolution No. 2016-099
Paee I�'o. �
SECTION ]0. Attestations. The Clerk and such person or persons as mav ha�e been
designated b}� the Clerk to act on her behalf_ are hereb}� authorized and directed to attest the
signature of the .Authorized Officers desienated herein to execute an�- documents described
herein, and to affia and attest the seal of the Cit��, as mav be required or appropriate in
connection ti�ith the execution and deli��en� of the Third Amendment to Lease/Purchase
Agreement, the Second Supplement to Amended and Restated Trust Agreement, the Continuing
Disclosure A�reement. the EscroN� Aereement and the Official Starement.
SECTION 11. Other Actions. The Authorized Officers aze each hereb�� authorized and
directed; jointl}� and severall}�. to do an}� and all thines and to ezecute and deli�er an�� and all
documents. includina. but not limited to. anv amendment to the Oriainal Site Lease. ��hich each
mav deem necessan�or ad��isable in order to consummate the sale. execution and deliven of the
2016 Cenificates and other���ise to cam� out, give effect to and compl�� with the terms and intent
of this Resolution. the 2016 Certificates, the Third Amendment to Lease/Purchase Agreement,
the Second Supplement to Amended and Restated Trust Aereement, the Continuine Disclosure
Agreement; the Purchase Contract. the Escro�� Aereement, the Preliminar}� Official Statement,
and the Official Statement and are further authorized and directed to pay all costs of issuance
approved b�� the Deputy City Manaeer or her desienee, or the Assistant Director of Finance.
Such actions heretofore tal:en b�� such officers or desienees are herebv ratified. confirmed and
appro��ed.
SECTION 12. Selection of Professionals. Harrell & Company Ad��isors, LLC is hereb��
designated as the Municipal Advisor to the Cit�� for the 2016 CeRificates and Stradling Yocca
Carlson & Rauth, a Professional Corporation is hereb}� desienated as bond counsel and
disclosure counsel for the 2016 Certificates, and the Authorized Officers aze each hereb��
authorized and directed, jointly and se��erally; to execute anv and all contracu for sen�ices and
other documents necessan� to procure the services of such firms for the execution and delivery of
the 2016 Certificates.
SECTION 13. Effect. This Resolution shall tal:e effect immediately upon its passage.
Presented b}� Approved as to form by
�� %�'� `��
David Bilb��, MSBA, FO GI n R. Gooeins �
Director of Finance/Treasurer Cit, tt y
i!
�
Resolution No. 2016-099
Page No. 6
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. Norris, City Clerk of Chula Vista, Califomia, do hereby certify that the foregoing
, Resolution No. 2016-099 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.
Executed this 24t�h day of May 20]6.
� �—�
Donna R. Norris, CMC, City Clerk