HomeMy WebLinkAboutAgenda Packet 2017_06_06City of Chula Vista
Staff Report
File#:17-0207, Item#: A.
PRESENTATION BY MARKETING AND COMMUNICATIONS MANAGER ANNE STEINBERGER OF
THIS IS CHULA PHOTOGRAPHY CONTEST WINNERS
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 12
City of Chula Vista
Staff Report
File#:17-0212, Item#: B.
PRESENTATION BY CULTURAL ARTS MANAGER LYNNETTE TESSITORE OF THE 2017
MCCANDLISS ARTS AWARDS RECIPIENTS AND THE 2017 RISING STAR SCHOLARSHIP
WINNERS: ARTAYNE RAMSEY, AUBREE BLANCHARD, SOFIA PINEDO, LAURA SHIMASAKI,
AND SAMUEL ARDEN
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 13
City of Chula Vista
Staff Report
File#:17-0233, Item#: C.
PRESENTATION BY COMMUNICATIONS COORDINATOR OLGA BERDIAL AND DEL MAR
FAIRGROUND MARKETING REPRESENTATIVE REGARDING THE 2017 SAN DIEGO COUNTY
FAIR STREETLIGHT BANNER PROGRAM WITHIN THE CITY OF CHULA VISTA AND THE 2017
SAN DIEGO COUNTY FAIR SEASON
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 14
City of Chula Vista
Staff Report
File#:17-0239, Item#: D.
PRESENTATION OF A PROCLAMATION TO ALLIANCE SAN DIEGO AND SAN DIEGO
IMMIGRANT RIGHTS CONSORTIUM PROCLAIMING JUNE 2017 AS IMMIGRATION HERITAGE
MONTH IN THE CITY OF CHULA VISTA
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 15
City of Chula Vista
Staff Report
File#:17-0246, Item#: E.
UPDATE ON CHULA VISTA BAYFRONT DESTINATION RV PARK BY PORT OF SAN DIEGO
COMMISSIONER MOORE
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 16
City of Chula Vista
Staff Report
File#:17-0243, Item#: 1.
APPROVAL OF MINUTES of May 4, 2017.
RECOMMENDED ACTION
Council approve the minutes.
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 17
City of Chula Vista
Meeting Minutes - Draft
4:00 PM Council Chambers
276 4th Avenue, Building A
Chula Vista, CA 91910
Thursday, May 4, 2017
REGULAR CITY COUNCIL WORKSHOP
CALL TO ORDER
A regular workshop of the City Council of the City of Chula Vista was called to order at 4:07 p.m. in the
Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California.
ROLL CALL:
Present:Councilmember Aguilar, Councilmember Diaz, Deputy Mayor McCann, Councilmember
Padilla and Mayor Casillas Salas
Also Present: Deputy City Manager Kachadoorian, Deputy City Attorney Silva, and Assistant City Clerk
Bigelow
PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
Deputy Mayor McCann led the Pledge of Allegiance.
Mayor Casillas Salas held a moment of silence in memory of Ella Giaime, daughter of Police Sergeant
Giaime, and Beth Batchelder, wife of retired Planning Manager Ed Batchelder.
PUBLIC COMMENTS
There were none.
WORKSHOP
17-0166 INFRASTRUCTURE WORKSHOP
Staff presentation on the current status of the City’s Infrastructure,
including a summary of the Measure P Citizens’ Oversight Committee’s
activities, State funding Updates, Infrastructure Inventory and Current
Projects
Public Works Director Hopkins spoke regarding the fiscal year 2017-18 Measure P Budget and
anticipated projects and purchases.
Marketing and Communications Manager Steinberger presented information on the Measure P website.
At the request of Councilmember Aguilar, staff stated a list of street repair projects alphabetized by
street name would be added to the website.
Councilmember Diaz spoke in support of the Measure P website being more interactive and easier for
the public to use.
Councilmember Aguilar spoke regarding the funding of repairs to the Women's Club.
Page 1City of Chula Vista
2017-06-06 Agenda Packet Page 18
May 4, 2017City Council Meeting Minutes - Draft
In response to questions from Councilmember Aguilar, Public Works Director Hopkins provided
information on the relationship between the Asset Management Plan and the prioritization of repairs to
parks.
In response to questions from Mayor Casillas Salas, Public Works Director Hopkins spoke regarding the
staff resources needed to manage the improvement projects.
Assistant Director of Engineering Valle provided information on the item, including new tax revenue,
awarded grant funds, future goals, traffic signal communications, an update on the BRT (Bus Rapid
Transit), and studies that were underway.
Assistant Director of Public Works Quilantan presented information on recently completed repairs.
Director of Public Works Hopkins spoke regarding active capital improvement projects and the following
year's proposed budget.
ADJOURNMENT
A motion was made by Deputy Mayor McCann, seconded by Councilmember
Padilla, that the meeting be adjourned. The motion carried by the following vote:
ACTION:
Yes:Aguilar, Diaz, McCann, Padilla and Casillas Salas5 -
No:0
Abstain:0
At 5:23 p.m., the meeting was adjourned.
_______________________________
Kerry K. Bigelow, Assistant City Clerk
Page 2City of Chula Vista
2017-06-06 Agenda Packet Page 19
City of Chula Vista
Staff Report
File#:17-0228, Item#: 2.
WRITTEN COMMUNICATIONS
A. Memorandum from Councilmember Aguilar requesting excused absences from the April 27,
2017 workshop and the May 23, 2017 council meeting.
B. Memorandum from Mayor Salas requesting an excused absence from the May 23, 2017
council meeting.
RECOMMENDED ACTION
Council excuse the absences.
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 20
2017-06-06 Agenda Packet Page 21
2017-06-06 Agenda Packet Page 22
City of Chula Vista
Staff Report
File#:17-0085, Item#: 3.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING BIDS;
AWARDING A CONTRACT FOR THE "SIGN REFLECTIVITY REPLACEMENT FY 2015/2016 (CIP#
TF391)" PROJECT TO A GOOD SIGN & GRAPHICS CO. IN THE AMOUNT OF $131,400; WAIVING
CITY COUNCIL POLICY 574-01; AUTHORIZING THE DIRECTOR OF PUBLIC WORKS TO
EXECUTE ALL CHANGE ORDERS AND EXPEND ALL AVAILABLE FUNDS IN AN AMOUNT NOT
TO EXCEED $143,000
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
On April 14, 2017, the Director of Public Works received three (3) sealed bids for the "Sign
Reflectivity Replacement FY 2015/2016 (CIP# TF391)" project at various locations. The project
consists of the removal and installation of street signs, sign post and foundations.
ENVIRONMENTAL REVIEW
Environmental Notice
The Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing
Facilities) of the California Environmental Quality Act State Guidelines.
Environmental Determination
The Director of Development Services has reviewed the proposed project for compliance with the
California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class
1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the State CEQA
Guidelines because the project involves negligible or no expansion of an existing use. Thus, no
further environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
The Federal Highway Administration (FHWA) has mandated that Cities have a maintenance plan for
replacing signs not meeting minimum retroreflectivity levels. Minimum retroreflectivity levels are
intended to promote sign visibility and ensure critical information is conveyed to motorists.
Bids previously received for this project were rejected as summarized in City Council Memorandum
(see Attachment 1) dated December 21, 2016. Bid analysis revealed that the originally selected sign
evaluation plan was an inefficient method for maintaining the City’s roadway signage infrastructure.
With the rejection of previous bids, City staff selected a sign maintenance plan focusing on
City of Chula Vista Printed on 6/1/2017Page 1 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 23
File#:17-0085, Item#: 3.
With the rejection of previous bids, City staff selected a sign maintenance plan focusing on
replacement of signs by zone as shown in Attachment 2. The signs in a number of areas of the City
will be replaced on a rotating cycle based on the expected service life of signs. The scope of TF391
is in line with this on-going maintenance plan by replacing all signs within Sign Replacement Zone B
(see Attachment 3).
On April 14, 2017, the Director of Public Works received three (3) sealed bids as follows:
CONTRACTOR BASE BID TOTAL
1 A Good Sign and Graphics CompanyCo.$131,400
2 Chrisp Company $156,580
3 S&B Engineering Inc.$188,740
The apparent low bid by A Good Sign and Graphics Company Co.of $131,400 is $67,040
(approximately 34%) below the Engineer's estimate of $198,440.
The proposed resolution would also authorize the Director of Public Works to approve change orders
over and above existing policy limits. Under City Council Policy No. 574-01, if an individual charge
order causes the cumulative increase in change orders to exceed the Director’s authority, (“Maximum
Aggregate Increase in Change Orders”), City Council approval is required. The corresponding
maximum aggregate contract increase that may be approved by the Director of Public Works under
Policy No. 574-01 is $12,198. Approval of the resolution would increase the Director of Public Works’
authority to approve change orders, as necessary, up to the contingency amount of $143,000
(approximately 109% of the contract), an increase of $130,802 over Policy No. 574-01.
As a result of bids being substantially below (approximately 34%) the Engineer’s estimate for this
project, City staff recommends increasing the Director’s authority to exhaust remaining funds due to
favorable contract unit prices for sign replacement. Additionally, this increase will allow the project to
continue without delay should unforeseen circumstances arise resulting in increased project costs
during the course of construction.
A Good Sign and Graphics Company Co.is currently an active Licensed Class “D-42”, Non-Electrical
Sign Contractor (License No. 956088) and has performed similar work for other cities/jurisdictions
with satisfactory performance. Staff has reviewed A Good Sign and Graphics Companyo.’s bid and
determined it to be responsive. Therefore, staff recommends awarding TF393 project contract to A
Good Sign and Graphics CompanyCo.
Wage Statement
The Contractor and its subcontractors are required by bid specifications to pay prevailing wage
(“Prevailing Wage Rates”) to persons employed by them for work under this Contract. In accordance
with the provisions of Section 1773 of the Labor Code of the State of California, the City of Chula
Vista has ascertained the general prevailing wage scales applicable to the work to be done. The
prevailing wage scales are those determined by the Director of Industrial Relations, State of
California.
Disclosure Statement
City of Chula Vista Printed on 6/1/2017Page 2 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 24
File#:17-0085, Item#: 3.
Attachment 4 is a copy of the Contractor’s Disclosure Statement.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this action. Staff is
not independently aware, nor has staff been informed by any City Council member, of any other fact
that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The Sign Reflectivity
Replacement FY 2015/2016 (CIP# TF391) project supports the Strong and Secure Neighborhoods
Strategic Goal as it maintains public infrastructure vital to the safety of the motoring public as well as
the quality of life for all residents.
CURRENT YEAR FISCAL IMPACT
Approval of the resolution will initiate the construction phase of TF391. Sufficient SAFE funds have
been set aside in TF391 to complete the project. Therefore, there is no additional impact to these
funds.
The table below summarizes the anticipated project costs.
FUNDS REQUIRED FOR CONSTRUCTION
A. Contract Amount $131,400
B. Contingency (Approximately 15% of contract)$20,000
C. Construction Inspection Staff Cost $30,000
TOTAL FUNDS REQUIRED FOR CONSTRUCTION $181,400
Bid unit costs received were approximately 34% lower than anticipated. Expenditure of remaining
funds not to exceed $143,000 is recommended due to favorable contract unit prices for sign
replacement.
ONGOING FISCAL IMPACT
Upon completion of the project, the improvements will require only routine City maintenance.
ATTACHMENTS
1. Memo - Rejection of August 2016 Bids
2. City Sign Replacement Zones
3. TF391 Project Overview
4. Contractor’s Disclosure Statement
Staff Contact: David Hicks, Associate Engineer
City of Chula Vista Printed on 6/1/2017Page 3 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 25
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING BIDS; AWARDING A
CONTRACT FOR THE "SIGN REFLECTIVITY
REPLACEMENT FY 2015/2016 (CIP# TF391)" PROJECT TO A
GOOD SIGN & GRAPHICS CO. IN THE AMOUNT OF
$131,400; WAIVING CITY COUNCIL POLICY 574-01;
AUTHORIZING THE DIRECTOR OF PUBLIC WORKS TO
EXECUTE ALL CHANGE ORDERS AND EXPEND ALL
AVAILABLE FUNDS IN AN AMOUNT NOT TO EXCEED
$143,000
WHEREAS, the purpose of the Sign Reflectivity Replacement FY 2015/2016 (CIP#
TF391) project (“Project”) is to replace existing street signs, sign posts, and foundations; and
WHEREAS, the Director of Development Services has reviewed the proposed Project for
compliance with the California Environmental Quality Act (CEQA) and has determined that the
Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing
Facilities) of the State CEQA Guidelines because the Project involves negligible or no expansion
of an existing use. Thus, no further environmental review is required; and
WHEREAS, on April 14, 2017, the Director of Public Works received three (3) sealed
bids for the Project as follows:
CONTRACTOR BASE BID TOTAL
1 A Good Sign & Graphics Co.$131,400
2 Chrisp Company $156,580
3 S&B Engineering Inc.$188,740
WHEREAS, A Good Sign & Graphics Co. is currently an active Licensed Class “D-42”,
Non-Electrical Sign Contractor (License No. 956088) and has performed similar work for other
cities/jurisdictions with satisfactory performance.
WHEREAS, A Good Sign & Graphics Co. and all of its subcontractors associated with
the Project are registered as public works contractors with the California Department of
Industrial Relations (DIR); and
WHEREAS, in accordance with the provisions of Section 1773 of the Labor code of the
State of California, A Good Sign & Graphics Co. and its subcontractors are required by bid
specifications to pay prevailing wages to persons employed by them for work under the Project
contract; and
2017-06-06 Agenda Packet Page 26
WHEREAS, a breakdown of construction costs are as follows:
FUNDS REQUIRED FOR CONSTRUCTION
Contract Amount $131,400
Contingency (Approximately 15% of contract)$20,000
Construction Inspection Staff Cost $30,000
TOTAL FUNDS REQUIRED FOR CONSTRUCTION $181,400
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it hereby accepts bids and awards a contract for the "Sign Reflectivity Replacement
FY 2015/2016 (CIP# TF391)" project to A Good Sign & Graphics Co. in the amount of
$131,400, and directs that a copy of such contract be kept on file with the City Clerk;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
hereby authorizes and directs the Mayor, or an authorized representative, to execute the above
contract on behalf of the City of Chula Vista;
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it
hereby waives City Council Policy 574-01 and authorizes the Director of Public Works, or an
authorized representative, to approve change orders and expend all available contingency funds
in an amount not to exceed $143,000.
Presented by Approved as to form by
Richard A. Hopkins Glen R. Googins
Director of Public Works City Attorney
2017-06-06 Agenda Packet Page 27
C:\Users\GRANIC~1\AppData\Local\Temp\BCL Technologies\easyPDF 7\@BCL@1805673E\@BCL@1805673E.docx
MEMO
Department of Public Works
File: 0735-10-TF391
DATE:December 21, 2016
TO:Honorable Mayor Casillas Salas and City Council
VIA:Gary Halbert – City Manager
Maria Kachadoorian – Deputy City Manager
FROM:Richard Hopkins – Director of Public Works
SUBJECT:Rejection of Bids for “Sign Reflectivity Replacement FY 2015/2016
(CIP# TF391)"
On August 31, 2016, the Director of Public Works received three (3) sealed bids for the subject project at
various locations. The project consists of the evaluation of existing roadway sign condition(s) and the
removal and installation of roadway signs.
On August 31, 2016, the Director of Public Works received three (3) sealed bids as follows:
CONTRACTOR BASE BID TOTAL
1 Chrisp Company $324,310
2 S&B Engineering Inc.$344,894
3 Willkom Inc.$555,815
The apparent low bid by Chrisp Company of $324,310 is $109,310 (approximately 51%) above the
Engineer's estimate of $215,000.
A bid analysis by City Staff revealed that sign evaluation as advertised is an inefficient method for
maintaining the City’s Signs. FHWA specifies seven methods can be used for maintenance/evaluation of
sign reflectivity. These seven methods can be categorized as either evaluation with replacement or
scheduled replacement. The project specifications required an evaluation by a driving survey where the
bid was approximately $40 per sign. This is eight times higher than the Engineer’s estimate of $5.
Additionally, submitted sign replacement costs were between $150 and $200. With evaluation costs
higher than expected and those costs being nearly 20% the price of replacement, City Staff recommend to
not proceed with this method of sign maintenance/evaluation.
With the rejection of bids, the City will select a sign maintenance plan focusing on replacement of signs
by zone within the City. The signs in a number of zones will be replaced on a rotating cycle based on the
expected service life of signs. Re-advertisement of the project is anticipated for early 2017.
cc: William Valle – Assistant Director of Engineering / City Engineer
Iracsema Quilantan – Assistant Director of Public Works Operations
Jose Gomez – Principal Civil Engineer
Silvester Evetovich – Principal Civil Engineer
Frank Rivera – Principal Civil Engineer
2017-06-06 Agenda Packet Page 28
A
B
F
D
C
G
E
L
J
I
H
K
O
M
N
E H ST
TELEGRAPH CANYON RD
L STI-5 NB TOSR-54 EBTRANSBAY BLK ST
BIRCH RD
D ST
FIFTH
AV
E ST
FIRST
AVSECOND AVTHIRD
AV
PALOMAR S
T
G ST
OLYMPIC PWBRANDYWINE AVHILLTOP
DRN
S
ECOND
A
V
OLEANDER AVE J ST
C ST
E OXFORD
S
T
H ST NACION AVJ ST
MOSS ST
E L ST
NACION
AVBUENAVISTA
WYBONITA RDTERRANOVA DRPASEOLADERAWUESTE RDME
L
R
O
S
E
A
V
INDUSTR
IAL
BL
CENTRAL
AV
OXFORD STI ST
P
L
A
Z
A
B
O
N
I
T
A
R
D
N RANCHODEL REY PW
E ORANGE AVI-5 FREEWAY SPASEORANCHEROPASEODELREYS RANCHO
DEL
REY PW AVENIDADEL REYFOURTH AVORANGE AV
F ST
R
U
T
G
E
R
S
A
V LANE AVE NAPLES S
T
BEYERBLNAPLES ST
MAIN ST
RIDGEBACKRD
BROADWAYFIFTH
AVBEYER WY
PROCTORVALLEY RD
E PALOMAR STOT
A
Y
L
A
K
E
S
R
D
EASTLAKE PWTHIRDEXT AV
SR-125 TOLL ROAD SMEDICALCENTER DRI-8
0
5
F
R
E
E
W
A
Y
S
SR-125 TOLL ROAD NI-8
0
5
F
R
E
E
W
A
Y
N
MARINAPWPROCTOR VALLEY RD
I-5 FREEWAY NDELREY BLH
E
R
I
T
A
G
E
R
D
H
U
N
T
E
P
W
C
O
R
R
A
L
CA
N
Y
O
N
R
D
LA MEDIA RDSR-54 FRE
E
W
A
Y
W SR-54 FREEWAY E0 8,000 16,0004,000
Feet
Q:\Engineering\All Projects\TF\TF391-Sign Replacement\GIS\2016_12_09_ByZone\Zones Overview (Citywide).mxd
City of Chula VistaSign Replacment Zones Overview
2017.05.10
2017-06-06 Agenda Packet Page 29
J ST
PALOMAR ST
K ST
FI
FTH
AV
F
IRST
AV
ORANGE AV
H ST
MAIN ST
L STI ST
MARINA
PWBAY BLANITA ST
MOSS ST
ZENITH ST
CRESTED BU
T
T
E
S
T
QUINTARD S
T
FOURTH
AV
SIERRA WY
COU
N
T
R
Y
CLU
B
DR
I-5 FREEWAY NHOLLISTER STFAIVRE STELDER
AV
EMERSON ST
F
IG
AVBRIGHTWOOD
AVCOLORADO
AVWOODLAWN
AVDEL
MAR
AV
B
E
Y
E
R
W
YTHIRD
AV
INDUSTR
IA
L
B
L
FRONTAGERDWDEL MONTE AVSECOND AVFRONTAGERDARIZONA STWMANORDRASH AV
HILLTOPDR
I-5FREEWAY S
OXFORDST
NAPLESST
TREMONTSTMONTGOMERYST
BROADWAY
KEARNEYST
I-5 NBONRAMPFROM L ST
I-5 NB OFFRAMPTO MAIN STEXIT 5B
E MANOR DR
I-5 NB OFFRAMPTO H ST EXIT 8A
Q:\Engineering\All Projects\TF\TF391-Sign Replacement\City Council\02 Award rescoped project\Attachment 3\Exhibit_Project_Overview.mxdCity of Chula VistaTF391 Sign Replacement
E H ST
MAIN ST
E J STI ST J ST
L ST
E ST
THIRD
AVOLYMPIC PWF ST
H ST
I-805 FREEWAY SG ST
I
-5
FREEWAY
SI-5 FREEWAY NBROADWAYE PALOMA
R
S
THILLTOP
DR
OTAY LAK
E
S
R
D
EASTLAKE PWMELROSE AV
ORANGE AV
BIRCH RD
C ST
MARINA
PW
C ST
Project Overview
Legend
Project Limits
City Limit
Excluded from Project -Private Streets
Key Map
Location Map
ZONE B
2017-06-06 Agenda Packet Page 30
2017-06-06 Agenda Packet Page 31
2017-06-06 Agenda Packet Page 32
City of Chula Vista
Staff Report
File#:17-0150, Item#: 4.
ORDINANCE OF THE CITY OF CHULA VISTA ESTABLISHING SPEED LIMITS AT THE
FOLLOWING SEGMENTS: 1) 50 MPH SPEED LIMIT ON OLYMPIC PARKWAY BETWEEN HUNTE
PARKWAY AND OLYMPIC VISTA ROAD; 2) 45 MPH SPEED LIMIT ON OLYMPIC PARKWAY
BETWEEN OLYMPIC VISTA ROAD AND WUESTE ROAD, AND AMENDING SCHEDULE X OF THE
REGISTER MAINTAINED IN THE OFFICE OF THE CITY ENGINEER TO REFLECT THE
ESTABLISHED SPEED LIMIT (FIRST READING)
Council place Ordinance on first reading.
SUMMARY
Staff completed an Engineering and Traffic Survey (E&TS) for two (2) segments on Olympic Parkway
in accordance with the California Vehicle Code. Based on the results of the E&TS, staff has
determined that 1) a 50 mph speed limit be established on Olympic Parkway, between Hunte
Parkway and Olympic Vista Road and; 2) a 45 mph speed limit be established on Olympic Parkway,
between Olympic Vista Road and Wueste Road.
ENVIRONMENTAL REVIEW
Environmental Notice
The Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing
Facilities) of the California Environmental Quality Act State Guidelines.
Environmental Determination
The Director of Development Services has reviewed the proposed project for compliance with the
California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class
1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the State CEQA
Guidelines. Thus, no further environmental review is required.
BOARD/COMMISSION RECOMMENDATION
The Safety Commission, at their meeting on April 5, 2017, unanimously concurred with staff’s
recommendations to establish 1) a 50 mph speed limit on Olympic Parkway, between Hunte Parkway
and Olympic Vista Road and; 2) a 45 mph speed limit on Olympic Parkway, between Olympic Vista
Road and Wueste Road.
.
DISCUSSION
City of Chula Vista Printed on 6/1/2017Page 1 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 33
File#:17-0150, Item#: 4.
Background:
Currently, there are 45 mph posted speed limit signs on Olympic Parkway between Hunte Parkway
and Olympic Vista Road. The developer installed these signs as part of the street improvement.
However, the posted speed limit was not established by an “Engineering and Traffic Survey” and
without the adoption of City Council Ordinance as required by the California Vehicle Code and the
Chula Vista Municipal Code. Note that there is no posted speed limit on Olympic Parkway between
Olympic Vista Road and Wueste Road. The recent completion of the Lake Pointe Development, off
of Olympic Parkway, triggered staff to assess this area.
City staff completed two speed surveys along Olympic Parkway, between Hunte Parkway and
Wueste Road in accordance with the California Vehicle Code, which indicates that the posting of
speed limits be determined by an Engineering and Traffic Survey (see Attachment 2). As described in
the California Vehicle Code, the survey shall include:
(1) Prevailing speeds as determined by traffic engineering measurements;
(2) Accident records;
(3) Traffic/roadside conditions not readily apparent to the driver.
These roadway characteristics are then used to help determine an appropriate speed limit. In
addition, the Manual on Uniform Traffic Control Devices (MUTCD) states that the speed limit shall be
established at the nearest 5mph increment of the 85th percentile speed.
Speed limits established on the basis of the 85
th percentile speed conform to the consensus of those
who drive the street as to what speed is reasonable and safe, and are not dependent on the
judgment of one or a few individuals. Speed limits posted higher than the 85
th percentile speed are
not generally considered reasonable and safe while speed limits posted below the 85
th percentile
typically do not facilitate the orderly movement of traffic. Only when roadside development results in
traffic conflicts or unusual conditions not readily apparent to drivers may speed limits be further
reduced.
Per speed limit establishment protocol, this was measured during the off-peak hours under normal
driving conditions, as required per the MUTCD.
Physical Conditions
Olympic Parkway (Hunte Parkway to Olympic Vista Road)
The Engineering and Traffic Survey determined that the 85
th percentile speed on Olympic Parkway,
between Hunte Parkway and Olympic Vista Road is 50 mph.
The following describes the existing conditions along Olympic Parkway:
City of Chula Vista Printed on 6/1/2017Page 2 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 34
File#:17-0150, Item#: 4.
Segment Limit Olympic Parkway, between Hunte Parkway and Olympic Vista Road.
Length/Width 2,424 feet (0.46 miles)/88’-112’ curb to curb with a 4’-24’ raised median.
Classification 4-Lane Major.
ADT (Year)9,741 (2015).
Exist. Speed Limit Posted 45 mph, but without the required “Engineering and Traffic Survey” and
adoption of City Ordinance.
85th% Speed 50 mph.
Number of Lanes 4 total lanes (2 per direction) and left turn lane pockets.
Striping 4 lanes, left-turn pockets, right-turn pocket, crosswalks, limit lines and bike lanes.
Parking and Bike Lane No Parking allowed. Bike lanes are located along the entire segment in
both directions.
Land Use Residential with no direct driveway access or frontage.
Horizontal Alignment A horizontal curve with a radius of 1600’ over a length of 467’ along the
centerline with a design speed of 64 mph.
Vertical Alignment A crest vertical curve with a -2.01% to -5.60% grade change over 650’ produces
a design speed of 55 mph.
Accident Rate The accident rate at this segment is 0.00 (accidents per million vehicle miles)
and is lower than the rate of 1.27 for similar roadways in the State of
California (2013).
Special Conditions Bike lanes exist on both sides of Olympic Parkway.
Olympic Parkway (Olympic Vista Road to Wueste Road)
The Engineering and Traffic Survey determined that the 85
th percentile speed on Olympic Parkway,
between Olympic Vista Road to Wueste Road is 45 mph.
The following describes the existing conditions along Olympic Parkway:
Segment Limit Olympic Parkway, between Olympic Vista Road and Wueste Road.
Length/Width 2,222 feet (0.42 miles)/65’-88’ curb to curb with a 4’-24’ raised median
Classification 4-Lane Major.
ADT (Year)5,283 (2017).
Exist. Speed Limit Not Posted. Requires an “Engineering and Traffic Survey” and adoption of City
Ordinance.
85th% Speed 45 mph.
Number of Lanes 4 total lanes (2 per direction) and 3 total lanes (2 eastbound and 1 westbound
between Viento Estrella and Wueste Road.
Striping 4 lanes, left-turn pockets, right-turn pocket, crosswalks, limit lines and bike lanes.
Parking and Bike Lane No Parking allowed. Bike lanes are located along the entire segment in
both directions.
Land Use Residential with no direct driveway access or frontage.
Horizontal Alignment A horizontal curve is located east of Olympic Training Center produces a
design speed of 48 mph.
Vertical Alignment A vertical curve, with a -8.00% to a -1.28% grade change over 250’ along the
centerline at the intersection with Wueste Road produces a design speed
City of Chula Vista Printed on 6/1/2017Page 3 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 35
File#:17-0150, Item#: 4.
of 32 mph.
Accident Rate The accident rate at this segment is 0.41 (accidents per million vehicle miles)
and is lower than the rate of 1.27 for similar roadways in the State of
California (2013).
Special Conditions Bike lanes exist on both sides of Olympic Parkway.
Traffic Calming:
Traffic calming consists of measures designed to reduce traffic speeds on streets. Physical and
nonphysical treatments (such as enforcement) are used to alter a motorist’s behavior and improve
conditions for people living, walking and bicycling in a neighborhood. Devices such as speed humps,
raised intersections and crosswalks, residential traffic circles, and chokers and neckdowns have
proven to be effective in cities throughout the country for calming and slowing speeding traffic on
streets. Unfortunately, these types of physical treatment are not suitable or warranted for these
segments of Olympic Parkway. There are no readily apparent issues or history of speeding concerns
that would justify such calming measures. Also, the collision rate on these two segments of Olympic
Parkway is significantly less than the statewide average.
CONCLUSION:
When speed limits are appropriately established (set at the 5 mph increment of speed in the upper
half of the normal pace of traffic (85th percentile)) the following objectives are achieved:
-Meaningful, unambiguous enforcement
-Voluntary public compliance
-Clear identification of the unreasonable violator
-Elimination of unjustifiable “tolerances” of higher speed travel
Based on the 85
th percentile speed of the roadway, as well as other roadway characteristics outlined
in the Engineering/Traffic Survey, staff has determined that the initial setting of speed limits should be
established 1) a 50 mph speed limit on Olympic Parkway, between Hunte Parkway and Olympic Vista
Road and; 2) a 45 mph speed limit on Olympic Parkway, between Olympic Vista Road and Wueste
Road. The Safety Commission concurred with staff recommendations at the April 5, 2017 Safety
Commission meeting.
Staff recommends that City Council establish the speed limits, and revise Schedule X of the register
maintained in the office of the City Engineer to show the following:
10.48.020 Schedule X - Established Speed Limits in Certain Zones - Designated
City of Chula Vista Printed on 6/1/2017Page 4 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 36
File#:17-0150, Item#: 4.
Name of Street:Olympic Parkway
Beginning At: Hunte Parkway
Ending At: Olympic Vista Road
Proposed Speed Limit: 50 mph
Name of Street:Olympic Parkway
Beginning At: Olympic Vista Road
Ending At: Wueste Road
Proposed Speed Limit: 45 mph
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this action.
Consequently, this item does not present a disqualifying real property-related financial conflict of
interest under California Code of Regulations Title 2, section 18702.2(a)(11), for purposes of the
Political Reform Act (Cal. Gov’t Code §87100,et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any
other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City's Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The goal of this action
item is to support the Strong and Secure Neighborhood strategy identified in the City's Strategic Plan
by providing safer roadways.
CURRENT YEAR FISCAL IMPACT
The proposed speed limit modification would require the replacement and posting of new speed limit
signs and marking of new pavement speed limit legends. The cost to install these improvements is
approximately $4,000. The required work will be funded by TransNet funds associated with Capital
Improvement Project, TF-332, Signing and Striping Program. Sufficient TransNet funding is available
to cover program costs associated with TF-332.
ONGOING FISCAL IMPACT
The improvements will require only routine City maintenance.
Attachments:
1. Location Map Plat
2. Existing Speed Limits Plat
City of Chula Vista Printed on 6/1/2017Page 5 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 37
File#:17-0150, Item#: 4.
3. Speed Survey
4. AAA Publication “Effective Speed Zoning Why and How” - Dated 2012
Staff Contact: Muna Cuthbert, Senior Civil Engineer
City of Chula Vista Printed on 6/1/2017Page 6 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 38
ORDINANCE NO. _________
ORDINANCE OF THE CITY OF CHULA VISTA ESTABLISHING SPEED LIMITS AT THE
FOLLOWING SEGMENTS: 1) 50 MPH SPEED LIMIT ON OLYMPIC PARKWAY
BETWEEN HUNTE PARKWAY AND OLYMPIC VISTA ROAD; 2) 45 MPH SPEED LIMIT
ON OLYMPIC PARKWAY BETWEEN OLYMPIC VISTA ROAD AND WUESTE ROAD,
AND AMENDING SCHEDULE X OF THE REGISTER MAINTAINED IN THE OFFICE OF
THE CITY ENGINEER TO REFLECT THE ESTABLISHED SPEED LIMIT (FIRST
READING)
WHEREAS, City staff completed an Engineering and Traffic Survey (E&TS) for
Olympic Parkway between Hunte Parkway and Wueste Road in accordance with the California
Vehicle Code, which provides that the posting of speed limits be determined by an E&TS for
each street with a posted speed limit within the City; and
WHEREAS, as described in the California Vehicle Code, the E&TS shall include 1)
Prevailing speeds as determined by traffic engineering measurements; 2) Accident records; and
3) Traffic/roadside conditions not readily apparent to the driver; and
WHEREAS, the Manual on Uniform Traffic Control Devices (MUTCD) states that the
speed limit shall be established at the nearest 5mph increment of the 85th percentile speed; and
WHEREAS, based on the 85th percentile speed of the roadway, as well as other roadway
characteristics outlined in the E&TS, staff has recommended that the following speed limits be
established: 1) a 50 mph on Olympic Parkway, between Hunte Parkway and Olympic Vista
Road; and 2) a 45 mph on Olympic Parkway, between Olympic Vista Road and Wueste Road.
WHEREAS, on April 5, 2017, the City of Chula Vista Safety Commission concurred
with staff’s recommendation; and
WHEREAS, this recommendation and other information in the City Engineer’s report has
been fully considered by the City Council.
NOW, THEREFORE, the City Council of the City of Chula Vista does ordain as follows:
I. ESTABLISH SPEED LIMIT
That the speed limits on Olympic Parkway be established and Schedule X of the register
maintained in the office of the City Engineer be amended to reflect the revised speed limits as
follows:
2017-06-06 Agenda Packet Page 39
Ordinance No. _________
Page 2
II. EFFECTIVE DATE
This ordinance shall take effect and be in full force on the thirtieth day from and after its
final adoption.
Presented by Approved as to form by
________________________________ ___________________________
Richard A. Hopkins Glen R. Googins
Director of Public Works City Attorney
10.48.020 Schedule X – Established Speed Limits in Certain Zones – Designated
Name of Street Beginning At Ending At Proposed Speed Limit
1. Olympic Parkway Hunte Parkway
Olympic Vista
Road 50 mph
2. Olympic Parkway Olympic Vista Road Wueste Road 45 mph
2017-06-06 Agenda Packet Page 40
LOCATION MAP
Olympic Parkway
North
2017-06-06 Agenda Packet Page 41
EXISTING SPEED LIMITS
OLYMPIC PARKWAY
POSTED 50 MPH
OLYMPIC PARKWAY POSTED 45
MPH.
NO APPROVED E&TS
OLYMPIC PARKWAY
NOT POSTED
North
Olympic Parkway
WUESTE ROAD
POSTED 35 MPH
2017-06-06 Agenda Packet Page 42
2017-06-06 Agenda Packet Page 43
2017-06-06 Agenda Packet Page 44
2017-06-06 Agenda Packet Page 45
2017-06-06 Agenda Packet Page 46
2017-06-06 Agenda Packet Page 47
2017-06-06 Agenda Packet Page 48
2017-06-06 Agenda Packet Page 49
2017-06-06 Agenda Packet Page 50
2017-06-06 Agenda Packet Page 51
2017-06-06 Agenda Packet Page 52
2017-06-06 Agenda Packet Page 53
2017-06-06 Agenda Packet Page 54
2017-06-06 Agenda Packet Page 55
2017-06-06 Agenda Packet Page 56
2017-06-06 Agenda Packet Page 57
2017-06-06 Agenda Packet Page 58
2017-06-06 Agenda Packet Page 59
City of Chula Vista
Staff Report
File#:17-0194, Item#: 5.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING
SUBMITTAL OF APPLICATION FOR ADVANCED TRANSPORTATION AND CONGESTION
MANAGEMENT TECHNOLOGIES DEPLOYMENT (ATCMTD) GRANT AND COMMITTING
MATCHING FUNDS THEREFOR
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
The City of Chula Vista’s Department of Public Works, Engineering Division, would like to submit
grant application for advanced Transportation and Congestion Management Technologies
Deployment (ATCMTD). This grant is offered by the United States Department of Transportation
(DOT). The application submittal deadline is June 12, 2017.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as
defined under Section 15378 of the State CEQA Guidelines because the proposal consists of an
administrative funding solicitation without the assurance that these funds will be procured for future
projects. Once the funding is obtained and the projects clearly defined, then, additional
environmental review will be conducted and the appropriate determination will be made. Therefore,
pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA.
Thus, no environmental review is required.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
On Wednesday, April 12, 2017, the United States Department of Transportation (DOT) announced
application submittals for the Advanced Transportation and Congestion Management Technologies
Deployment (ATCMTD) Grant. The DOT will make no fewer than 5 and no more than 10 awards of
up to $12 million individually.
City of Chula Vista Printed on 6/1/2017Page 1 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 60
File#:17-0194, Item#: 5.
Section 503(c)(4) of Title 23 of the United States Code (23 USC 503(c)(4)) directs the DOT to
establish an ATCMTD initiative to provide grants to eligible entities to develop model deployment
sites for large scale installation and operation of advanced transportation technologies to improve
safety, efficiency, system performance, and infrastructure return on investment. The DOT intends for
these model technology deployments to help demonstrate how emerging transportation technologies,
data, and their applications, that also link to Beyond Traffic - 2045, can be effectively deployed and
integrated with existing systems to provide access to essential services and other destinations. This
also includes efforts to increase connectivity to employment, education, services and other
opportunities; support workforce development; or contribute to community revitalization, particularly
for disadvantaged groups: low-income residents, persons with visible and hidden disabilities, elderly
individuals, and minority person and populations.
The DOT is particularly interested in deployment programs and projects in certain areas. Although
applications are not limited to DOT priorities, the City will be submitting grant application for $17
million that will meet the following DOT priorities:
Multimodal Integrated Corridor Management (ICM): ICM is the coordination of individual
transportation network operations of adjacent facilities across all government or other operations
agencies that creates a unified, interconnected, and multimodal system capable of sharing cross-
network travel management to safely and efficiently improve the movement of people and goods. All
corridor transportation assets and information services (i.e., local, county, regional, State) are brought
to bear when prevailing or predicted transportation conditions trigger alerts. Through an ICM
approach, transportation agencies manage the corridor as a multimodal system and make
operational and safety decisions for the benefit of the corridor as a whole. The DOT is interested in
increasing deployment of ICM.
Installation of Connected Vehicle Technologies at Intersections and Pedestrian Crossing
Locations: Deployment of connected vehicle wireless communications technologies at intersections
to enhance motorized and non-motorized traveler safety, or actively improve the management,
operation, and maintenance of traffic signal systems through real-time data collection and signal
control. Example technologies include vehicle-to-infrastructure (V2I) and vehicle-to-pedestrian (V2P)
deployments, such as at intersections or midblock pedestrian crossings, to support activities and
initiatives of the V2I Deployment Coalition and non-motorized traveler applications, or technologies to
support automated traffic signal performance measures. Such technologies should provide
information, notifications, and alerts in accessible formats to assist all users navigate safely through
intersections including providing contextual information for situational awareness and localization.
The DOT has been working to accelerate the implementation of technologies that advance these
strategies.
Technologies to Support Connected Communities: Deployment of technologies for a multimodal
transportation system provides Americans with safe, reliable, and affordable connections to
employment, education, obtain and provide healthcare, and other essential services. Examples
include dynamic ridesharing through the latest communications technologies and social network
structures to bring drivers and riders together quickly and efficiently, technologies to mitigate the
negative impacts of freight movement on communities, or technologies that support workforce
development, particularly for disadvantaged groups, which include low-income groups, persons with
City of Chula Vista Printed on 6/1/2017Page 2 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 61
File#:17-0194, Item#: 5.
development, particularly for disadvantaged groups, which include low-income groups, persons with
visible and hidden disabilities, elderly individuals, and minority persons and populations. Any of these
example technologies should include the elements of universal design and inclusive information and
communication technology solutions, and may include deployment of autonomous vehicles through
geographically contained ridesharing pilot programs, including the benefits of the technology with
groups that might otherwise have limited transportation options, such as older Americans who no
longer drive or those with disabilities or no driver's license. The DOT is interested in using advanced
technologies to improve the public’s connections to employment, education, healthcare, and other
essential services.
For each fiscal year from 2016 through 2020, a maximum of $60 million is available for award. That
amount is subject to statutory obligation limitations each fiscal year and subject to a set aside of up to
$2 million for DOT administrative expenses each fiscal year. The Department is currently operating
under a Continuing Resolution and awards will be subject to future availability of funds through
appropriations and obligation limitation. A single grant recipient may not receive more than $12
million in one fiscal year. The DOT anticipates making not less than 5 and not more than 10 awards
each fiscal year. This Notice of Funding Opportunity is the second of the annual solicitations for
ATCMTD.
Cost sharing or matching is required, with the maximum Federal share being 50 percent; hence, this
Cost sharing or matching means the portion of project costs not paid by Federal funds. Therefore,
the City share amounts will be $ 8.5 million. Staff is preparing the ATCMTD grant application and
plans to submit the application, pending Council approval, to DOT Office before the June 12, 2017
deadline. Staff will return to Council for appropriation of funds if the grant is awarded.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site-
specific and consequently, the 500-foot rule found in California Code of Regulations Title 2, section
18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real
property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100,
et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any
other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The HSIP grant
supports three of these five goals; The Economic Vitality goal is supported as it helps foster
opportunities for investing in Western and Eastern Chula Vista to existing infrastructure by obtaining
grants for missing and aging infrastructure improvements. Lastly citywide, the ATCMTD grant
supports the Strong and Secure Neighborhood goal by ensuring that our roadways are safer.
CURRENT YEAR FISCAL IMPACT
If the resolution is approved, the City will apply for the Advanced Transportation and Congestion Management
Technologies Deployment (ATCMTD). If a grant is awarded, staff will return to Council with a recommendation to accept
the grant funds and appropriate the grant funds into the existing Capital Improvement Program (CIP). Sufficient funds
have been identified within the TransNet, Billboard Reserve Fund (per agreement with MTS), TDIF, WTDIF, Traffic Signal,
City of Chula Vista Printed on 6/1/2017Page 3 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 62
File#:17-0194, Item#: 5.
have been identified within the TransNet, Billboard Reserve Fund (per agreement with MTS), TDIF, WTDIF, Traffic Signal,
and other applicable funds to meet the 50% local match requirement.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact at this time.
Staff Contact: Eddie Flores, City Traffic Engineer
Muna Cuthbert, Senior Civil Engineer
City of Chula Vista Printed on 6/1/2017Page 4 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 63
RESOLUTION NO. 2017-____
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING
SUBMITTAL OF APPLICATION FOR ADVANCED TRANSPORTATION AND
CONGESTION MANAGEMENT TECHNOLOGIES DEPLOYMENT (ATCMTD) GRANT
ANDCOMMITTINGMATCHING FUNDS THEREFOR
WHEREAS, on Wednesday, April 12, 2017, the United States Department of
Transportation (DOT) announced application submittals for the Advanced Transportation and
Congestion Management Technologies Deployment (ATCMTD) Grant; and
WHEREAS, Section 503(c)(4) of Title 23 of the United States Code (23 USC 503(c)(4))
directs the DOT to establish an ATCMTD initiative to provide grants to eligible entities to
develop model deployment sites for large scale installation and operation of advanced
transportation technologies to improve safety, efficiency, system performance, and infrastructure
return on investment; and
WHEREAS, the DOT intends for these model technology deployments to help
demonstrate how emerging transportation technologies, data, and their applications, that also link
to Beyond Traffic – 2045, can be effectively deployed and integrated with existing systems to
provide access to essential services and other destinations; and
WHEREAS, this also includes efforts to increase connectivity to employment, education,
services and other opportunities; support workforce development; or contribute to community
revitalization, particularly for disadvantaged groups: low-income residents, persons with visible
and hidden disabilities, elderly individuals, and minority person and populations; and
WHEREAS, the DOT is particularly interested in deployment programs and projects in
certain areas. Although applications are not limited to DOT priorities, the City will be
submitting grant application that will meet most of DOT priorities; and
WHEREAS, a single grant recipient may not receive more than $12 million in one fiscal
year. The DOT anticipates making not less than 5 and not more than 10 awards each fiscal year;
and
WHEREAS, Cost sharing or matching is required, with the maximum Federal share
being 50 percent; hence, this Cost sharing or matching means the portion of project costs not
paid by Federal funds; and
WHEREAS, The Director of Development Services has reviewed the proposed activity
for compliance with the California Environmental Quality Act (CEQA) and has determined that
the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines
because the proposal consists of an administrative funding solicitation without the assurance that
these funds will be procured for future projects. Once the funding is obtained and the projects
clearly defined, then, additional environmental review will be conducted and the appropriate
determination will be made. Therefore, pursuant to Section 15060(c)(3) of the State CEQA
Guidelines the activity is not subject to CEQA. Thus, no environmental review is required.
2017-06-06 Agenda Packet Page 64
Resolution No. ______
Page 2
NOW, THEREFORE, the City Council of the City of Chula Vista does hereby
authorize submittal of application for Advanced Transportation and Congestion Management
Technologies Deployment (ATCMTD) grant and committing matching funds therefor.
Presented by Approved as to form by
______________________________________________________
Richard A. Hopkins Glen R. Googins
Director of Public Works City Attorney
2017-06-06 Agenda Packet Page 65
City of Chula Vista
Staff Report
File#:17-0187, Item#: 6.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $6,450
FROM THE CALIFORNIA GOVERNOR’S OFFICE OF EMERGENCY SERVICES AND
APPROPRIATING SAID FUNDS TO THE POLICE GRANT FUND FOR THE COVERDELL
FORENSIC SCIENCE IMPROVEMENT PROGRAM
RECOMMENDED ACTION
Council adopt the resolution
SUMMARY
The Police Department has been awarded grant funding from the California Governor’s Office of
Emergency Services for the Paul Coverdell Forensic Science Improvement Program. The goal of
this program is to improve the quality, timeliness, and credibility of forensic science services over
current operations.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical
change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines,
the activity is not subject to CEQA. Thus, no environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable.
DISCUSSION
The Paul Coverdell Forensic Sciences Improvement Program, which is administered by the California
Governor’s Office of Emergency Services (Cal OES), provides federal funding to accredited crime
laboratories throughout California. Coverdell funds can be used to provide education and training in
both technical and investigative skills to California’s forensic scientists to ensure that they can
effectively perform their laboratory assignments. In order to receive these funds, the crime
laboratories must verify their accreditation status with a Forensic Crime laboratory organization or
appropriate certifying body. The crime laboratories must also certify that they have a plan in place to
conduct an independent external investigation into allegations of serious negligence or misconduct
City of Chula Vista Printed on 6/1/2017Page 1 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 66
File#:17-0187, Item#: 6.
by laboratory employees or contractors.
The Police Department has been awarded $6,450 for the 2016 Coverdell Program. This funding will
be used to provide education and training to crime laboratory personnel to ensure that they can
effectively perform their laboratory assignments.
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500-foot rule found in California Code of Regulations section 18704.2
(a)(1) is not applicable to this decision. Staff is not independently aware, nor has staff been informed
by any City Councilmember, of any other fact that may constitute a basis for a decision maker conflict
of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. Funds received for
the Coverdell Forensic Science Improvement Program support the goal of Operational Excellence by
training crime laboratory personnel to effectively perform their duties.
CURRENT YEAR FISCAL IMPACT
Approval of this resolution will result in the appropriation of $6,450 to the supplies and services
category of the Police Grant Fund. Funding from the California Governor’s Office of Emergency
Services will completely offset the costs of the Coverdell Forensic Science Improvement Program,
resulting in no net fiscal impact.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact.
City of Chula Vista Printed on 6/1/2017Page 2 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 67
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING $6,450 FROM THE CALIFORNIA
GOVERNOR’S OFFICE OF EMERGENCY SERVICES AND
APPROPRIATING SAID FUNDS TO THE POLICE GRANT FUND
FOR THE COVERDELL FORENSIC SCIENCE IMPROVEMENT
PROGRAM
WHEREAS, the Police Department has been awarded $6,450 grant funding from the
California Governor’s Office of Emergency Services for the Paul Coverdell Forensic Science
Improvement Program; and
WHEREAS, the goal of the Coverdell program is to improve the quality, timeliness, and
credibility of forensic science services over current operations; and
WHEREAS, the Coverdell funds will be used to provide education and training to crime
laboratory personnel to ensure that they can effectively perform their laboratory assignments;
and
WHEREAS, the grant funds provided by the California Governor’s Office of Emergency
Services will be appropriated to the supplies and services category of the Police Grant Fund and
will completely offset the total costs of this program.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it accepts $6,450 from the California Governor’s Office of Emergency Services and
appropriates said funds to the Police Grant Fund for the Coverdell Forensic Science
Improvement Program.
Presented by Approved as to form by
Roxana Kennedy Glen R. Googins
Chief of Police City Attorney
2017-06-06 Agenda Packet Page 68
City of Chula Vista
Staff Report
File#:17-0209, Item#: 7.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $52,426
FROM THE CALIFORNIA BOARD OF STATE AND COMMUNITY CORRECTIONS AND
APPROPRIATING SAID FUNDS TO THE POLICE GRANT FUND FOR HOMELESS OUTREACH
EFFORTS (4/5 VOTE REQUIRED)
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
As part of the FY 2017 budget adoption process, City Council authorized the addition of two officer
positions and an hourly Homeless Outreach Coordinator to establish the Homeless Outreach Team
(HOT). The team analyzes environmental and societal factors related to the quality of life in Chula
Vista as it relates to homelessness, developing strategies to deal with these factors, and
implementing these strategies for the betterment of the community. Recently, the Police Department
was awarded grant funding from the California Board of State and Community Corrections. The funds
can be used to support the Homeless Outreach Team’s efforts. The Police Department intends to
use the funds to fund overtime, travel, and other urgent needs for the Homeless Outreach Team.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical
change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines,
the activity is not subject to CEQA. Thus, no environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable.
DISCUSSION
The Budget Act of 2016, Chapter 23, Statutes of 2016, allocated $20 million to cities to increase
positive outcomes between municipal law enforcement and high-risk populations. Local law
enforcement agencies may use the funds to supplement, not supplant, the following: homeless
outreach teams, Crisis Intervention Training for officers, Gang Resistance Education and Training
(GREAT), resources for drug endangered children, outreach to high-risk youth, gang and violence
City of Chula Vista Printed on 6/1/2017Page 1 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 69
File#:17-0209, Item#: 7.
(GREAT), resources for drug endangered children, outreach to high-risk youth, gang and violence
prevention programs, and youth diversion programs.
The City created the Homeless Outreach Team to balance the needs of all citizens, including
residents, businesses, and the homeless. The team addresses environmental and societal issues
related to the living conditions of the homeless. It is comprised of police officers, public safety
analysts, and representatives of community outreach organizations.
The Police Department has been awarded $52,426 for the 2016 City Law Enforcement Grant from
the Board of State and Community Corrections. The Police Department wishes to allocate $44,926
to fund overtime, and $7,500 to fund travel and other urgent needs for the Homeless Outreach Team.
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500-foot rule found in California Code of Regulations section 18704.2
(a)(1) is not applicable to this decision. Staff is not independently aware, nor has staff been informed
by any City Councilmember, of any other fact that may constitute a basis for a decision maker conflict
of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. Funds received for
the Homeless Outreach Team efforts support the goal of Strong and Secure Neighborhoods by
providing additional law enforcement presence in the community.
CURRENT YEAR FISCAL IMPACT
Approval of this resolution will result in a one-time appropriation of $52,426 to personnel, travel, and
miscellaneous services of the Police Grant Fund. The funding from the Board of State and
Community Corrections will completely offset these costs, resulting in no net fiscal impact to the
General Fund.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact.
City of Chula Vista Printed on 6/1/2017Page 2 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 70
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING $52,426 FROM THE
CALIFORNIA BOARD OF STATE AND COMMUNITY
CORRECTIONS AND APPROPRIATING SAID FUNDS TO
THE POLICE GRANT FUND FOR HOMELESS OUTREACH
EFFORTS
WHEREAS, the Police Department has been awarded $52,426 grant funding from the
California Board of State and Community Corrections (BSCC) for the Homeless Outreach Team;
and
WHEREAS, the goal of the Homeless Outreach Team is to address environmental and
societal issues related to the living conditions of the homeless; and
WHEREAS, the BSCC grant funds will offset overtime and transportation costs of the
Homeless Outreach Team as follows: $44,926 of the grant will be allocated to the personnel
category to fund overtime, and $7,500 will be allocated to the supplies and services category to
fund travel and other urgent needs.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it accepts $52,426 from the California Board of State and Community Corrections and
appropriates said funds to the Police Grant Fund for homeless outreach efforts.
Presented by Approved as to form by
Roxana Kennedy Glen R. Googins
Chief of Police City Attorney
2017-06-06 Agenda Packet Page 71
City of Chula Vista
Staff Report
File#:17-0211, Item#: 8.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING CHAPTER 3
(ANIMAL CONTROL) OF THE MASTER FEE SCHEDULE
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
The proposed resolution will amend fees in Chapter 3 (Animal Control) of the Master Fee Schedule.
The last update to this Chapter of the Master Fee Schedule was in 2013.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical
change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines,
the activity is not subject to CEQA. Thus, no environmental review is required.
DISCUSSION
Originally established in 1982, the Master Fee Schedule (Schedule) is a centralized listing of the fees
charged by the City for administrative acts and other legally required fees. The City has established
user fees to best ensure that those who use a proprietary service pay for that service in proportion to
the benefit received.
The target cost recovery levels for City services related to the Animal Care Facility range depending
on whether the services are ancillary or mandatory, and to balance public benefit. For example, the
City has always offered low cost Rabies vaccinations to encourage all animals be vaccinated for
public safety reasons. Our fee has been significantly lower than other public shelters. Changing the
fee from $6 to $10 would allow the City to increase cost recovery rates while still remaining the
lowest fee in the County. Multiple items on the fee schedule are being recommended for a slight
increase to better reflect actual cost.
There are also two items in the fee schedule that staff recommends revisions to bring them into
consistency with other sections of the Municipal Code. There are late fees identified in the Master
Fee Schedule for payments made between 1-30 days late, but Municipal Code Section 6.20.050
(License-Penalty for late application or payment) states a “penalty fee(s) shall be added to theCity of Chula Vista Printed on 6/1/2017Page 1 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 72
File#:17-0211, Item#: 8.
(License-Penalty for late application or payment) states a “penalty fee(s) shall be added to the
license fee if application or payment is made subsequent to 30 days from the date on which the dog
is required to be licensed.” Therefore the penalty fee for payments made less than 30 days late is
recommended to be removed. Additionally, there are Hearing fees identified in the Master Fee
Schedule, but Municipal Code Section 1.40.020 (Administrative Citation Hearing-Process)
establishes fees related to Administrative Citations. The revision to the Master Fee schedule would
eliminate a specific dollar citation amount and refer, instead, to the citation process identified in the
Municipal Code.
The proposed fee changes as identified in Attachment 1 allow for the City to recoup more of the
Animal Care Facility’s costs while still offering incentives to encourage responsible pet ownership and
adoption of shelter animals. Staff recommends that the City Council amend the Master Fee
Schedule as outlined in this report and the attachment.
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site-
specific and consequently, the 500-foot rule found in California Code of Regulations Title 2, section
18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real
property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100,
et seq.).
Staff is not independently aware, and has not been informed by any council member, of any other
fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City's Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. This action item
supports Operational Excellence by upholding a commitment to fiscal health as well as a Healthy
Community by protecting public health and welfare of animals.
CURRENT YEAR FISCAL IMPACT
There is no current year fiscal impact. If approved, the updated fees will be reflected in next years
revenue projections.
ONGOING FISCAL IMPACT
The fiscal impact in futures years will vary based upon actual reuqests for fee based services. If
approved, future budgets will include updated revenue estimates based on actual collection trends
under the new fee schedule.
Attachments:
1. Fee Bulletin 3-100 General Animal Control Fees of the Master Fee Schedule
Staff Contact: Amanda Mills, Animal Care Facility Administrator
City of Chula Vista Printed on 6/1/2017Page 2 of 2
powered by Legistar™2017-06-06 Agenda Packet Page 73
RESOLUTION NO. 2017-_____
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AMENDING CHAPTER 3 (ANIMAL
CONTROL)OFTHEMASTER FEESCHEDULE
WHEREAS, the City owns and operates the Chula Vista Animal Care Facility, a
municipal animal shelter providing animal care and control services to the community; and
WHEREAS, established in 1982, the Master Fee Schedule (Schedule) is a centralized
listing of the fees charged by the City for administrative acts and other legally required fees; and
WHEREAS, City most recently amended Chapter 3 (Animal Control) of the City’s
Master Fee Schedule on December 17, 2013; and
WHEREAS, the proposed fees do not exceed the estimated reasonable cost of providing
the associated services; and
WHEREAS, Article XIII C of the California Constitution requires a vote of the electorate
to increase any levy, charge, or exaction imposed by a local government, unless specifically
exempted; and
WHEREAS, pursuant to the provisions of Article XII C, the proposed fees are exempt
from the vote requirement; and
WHEREAS, the proposed amendment to the Master Fee Schedule Chapter 3 (Animal
Control) shall become effective upon adoption of this Resolution by the City Council.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby amend Chapter 3 (Animal Control) of the City’s Master Fee Schedule as
reflected on Exhibit 1 to this Resolution.
Presented by:Approved as to form by:
____________________________________________________________
Gary Halbert Glen R. Googins
City Manager City Attorney
2017-06-06 Agenda Packet Page 74
MASTER FEE SCHEDULE FEE BULLETIN
Chapter 3 – Animal Control Fees 3-100 General Animal Control Fees
City of Chula Vista Animal Care Facility
276 Fourth Avenue, Chula Vista, CA 91910 December 2013
June 2017
City of Chula Vista www.chulavistaca.gov 619.691.5250
DOG LICENSES
For all licenses, the license period cannot exceed
the expiration date of the rabies vaccination.
Eligibility for the reduced ‘Altered’ fees detailed
below requires presentation of a certificate from a
licensed veterinarian or receipt of an affidavit
stating that the dog has been spayed or neutered.
1. Purchase of license, 1 year
Altered ................................................................. $20
Unaltered ........................................................ $4032
2. Purchase of license, 3 years
Altered ............................................................ $3020
Unaltered ........................................................ $6032
3. Penalty for late application/payment, per
occurrence
1-15 days delinquent .......................................... $10
16-30 days delinquent ....................................... $20
>30 days delinquent ...................................... $2050
4. License Replacement, per replacement
Per replacementAltered ...................................... $10
Unaltered ............................................................. $20
5. License Transfer, per transfer
Per transferAltered .............................................. $10
Unaltered ............................................................. $20
All license fees apply in full to service dogs.
ANIMAL ADOPTIONS
Dogs, younger than 17 years ........................ $9575
Dogs, 1-7 years ................................................... $85
Cats, younger than 7 years ................................ $65
Dogs/Cats, 7 years or older ............................... $35
Rabbits ........................................................... $2520
Livestock ................................................... Actual cost
Birds/Poultry ............................................... $255.00
Poultry .................................................................... $5
Reptiles ................................................................ $10
Rodents ............................................................ $5.00
Other, except livestock ....................................... $20
ANIMAL IMPOUND & RELINQUISHMENT
1. Impoundment
For the picking up, transporting and impounding of
any animal including a dog, by the use of
equipment, personnel and regular facilities
maintained by the City, the city shall assess fees
as shown below. Offenses shall be counted per
animal, not per owner.
Dogs/Cats, first impound ................................... $45
Dogs/Cats, second impound .............................. $60
Dogs/Cats, third and subsequent impounds .... $75
Rabbits ................................................................ $20
Livestock................................................... Actual cost
Birds/Poultry ....................................................... $20
Reptiles ................................................................ $20
Rodents ............................................................... $20
Other, except livestock ....................................... $20
2. Boarding of Impounded Animals, fee per day
Dogs/Cats ........................................................... $15
Rabbits ............................................................. $6.00
Livestock................................................... Actual cost
Birds/Poultry .................................................... $5.00
Reptiles ............................................................. $6.00
Rodents ............................................................ $5.00
Other, except livestock .................................... $5.00
3. Owner Relinquishments
Dogs ..................................................................... $75
Cats ...................................................................... $60
Dogs/Cats, litter .................................................. $75
Rabbits ................................................................ $25
Livestock................................................... Actual cost
Birds/Poultry ....................................................... $10
Reptiles ................................................................ $25
Rodents ............................................................... $10
Other, except livestock ....................................... $10
In field relinquishments ................................. $8575
4. Returned to Owner (In Field Only)
All animals ........................................................... $50
Animals with current License, Rabies, and
Identification (First Time Only) ............................. $0
2017-06-06 Agenda Packet Page 75
December 2013
June 2017 MASTER FEE SCHEDULE FEE BULLETIN 3-100 Page 2 of 2
City of Chula Vista www.chulavistaca.gov 619.691.5250
VACCINATIONS & VETERINARY FEES
Services provided to in-house shelter animals only.
1. Vaccinations (Dogs and Cats Only)
Bordatella IN .................................................... $5.00
Bordatella SQ ................................................... $5.00
FVRCP/DHLPP .................................................. $5.00
HESKA ............................................................... $5.00
Rabies .......................................................... $106.00
2. Veterinarian Fees
Bandage .............................................................. $25
Blood work ........................................................... $25
Cytology ............................................................... $25
Daily medication, per day ................................ $6.00
Dental .................................................................. $75
Derma Testing Medium (DTM) ......................... $125
Deworming ....................................................... $5.00
Exam .................................................................... $25
Flea control ....................................................... $5.00
Fluids ................................................................... $50
Foxtail removed, non-surgical ............................ $75
Foxtail removed, surgical .................................. $175
General anesthesia ........................................... $150
Injectable medicine ............................................ $10
Leukemia Test ..................................................... $25
Parvo Test ............................................................ $35
Pathology .................................................. Actual cost
RVT Exam ............................................................. $20
Sedation .............................................................. $75
Skin scrape .......................................................... $50
Urinalysis ............................................................. $25
X-ray ..................................................................... $50
Other veterinary services ......................... Actual cost
3. Occasional Veterinary Services
(When offered to the public)
Microchip, per chip implant ................................ $30
Rabies .................................................................. $10
Microchip/Rabies................................................ $35
Dental .................................................................. $80
Spay/Neuter ........................................................ $75
Spay/Neuter, Dental ........................................ $150
OTHER SERVICES
Microchip, per chip implant ................................ $30
Tranquilized animals........................................... $50
Home quarantine .............................................. $100
In-shelter quarantine (10 days) ....................... $175
Grooming, humane ............................................. $75
SNIP (Spay/Neuter Incentive Program) ............. $75
Wildlife Relocation (In Field) ............................... $20
Other activities, not specifically listed
herein .................................................... Actual cost
1. Dangerous dog
Dangerous or potentially dangerous dog.
Dangerous dog tag fee is in addition to the regular
license fee.
Dangerous dog hearing .................................... $450
Dangerous dog tag, annual ................................ $32
2. Other hearings
Nuisance dog hearing .......... Per MC 1.40.020$450
Barking dog hearing ............. Per MC 1.40.020$450
3. Euthanasia, at owner’s request
Animal < 40 lbs. .................................................. $35
Animal >= 40 lbs. ................................................ $50
In field ............................................................. $7035
Disposal ............................................................... $19
Disposal In Field .................................................. $25
Formatted: Fee Body List
2017-06-06 Agenda Packet Page 76
City of Chula Vista
Staff Report
File#:17-0219, Item#: 9.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING THE
COMPETITIVE BIDDING REQUIREMENT, APPROVING A CONTRACT BETWEEN THE CITY OF
CHULA VISTA AND DR. VANESSA FLORES, VMD FOR RELIEF VETERINARY SERVICES AT THE
CHULA VISTA ANIMAL CARE FACILITY, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
THE AGREEMENT AND UP TO THREE ONE-YEAR EXTENSIONS
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
The Animal Care Facility seeks the City Council’s permission to waive the competitive bidding
requirement, to approve an Agreement with Dr. Vanessa Flores, VMD for relief veterinary services at
the Facility, and to authorize the City Manager to execute the Agreement and up to three one-year
extensions.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
Staff has reviewed the proposed activity for compliance with the California Environmental Quality Act
(CEQA) and has determined that the proposed activity is not a “project” as defined under Section
15378 of the State CEQA Guidelines because it will not result in a physical change to the
environment. Therefore, pursuant to Section 15060( c)(3) of the State CEQA Guidelines, the activity
is not subject to CEQA. Thus no environment review is necessary.
BOARD/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The Chula Vista Animal Care Facility engages veterinarians as contractors to provide relief veterinary
services. Services include checking animals for illness or injury, treating or supervising treatment,
performing surgery as needed, and performing a large number of spay/neuter operations. Relief
veterinarians provide the Facility with full coverage.
The veterinary staff also ensures that the Facility complies with State law requiring that adopted
City of Chula Vista Printed on 6/1/2017Page 1 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 77
File#:17-0219, Item#: 9.
The veterinary staff also ensures that the Facility complies with State law requiring that adopted
animals be spayed or neutered before leaving the Facility. Additionally, the Facility is able to offer
weekly clinics providing no-cost spay and neuter surgeries to low-income residents of Chula Vista,
National City and Lemon Grove. These clinics, which reduce the number of unwanted animals
admitted into shelters, have been very successful and are booked more than a month in advance.
The Facility averages more than 2,000 in-house surgeries per year, including spay/neuter,
orthopedic, soft-tissue and dental. Outsourcing these surgeries would cost the City more than
$275,000 per year. On average, 50 to 60 surgeries are scheduled weekly. This is a high volume when
compared to private shelters and private veterinary practices. Accordingly, unique skills and abilities
are required of veterinarians to practice effectively in a public shelter setting.
Dr. Vanessa Flores, VMD is a 2006 graduate of the University of Pennsylvania’s School of Veterinary
Medicine. This University awards a Veterinariae Medicinae Doctoris (VMD) degree, which is
equivalent to the Doctor of Veterinary Medicine (DVM) degree awarded by all other U.S. veterinary
schools. Dr. Flores has been an effective part of the Facility’s veterinary team since 2009. Dr. Flores
has a unique working knowledge and performance capabilities of the Facility’s procedures, policies
and staff as a result of her work with the City that would be difficult to replace. As such, staff is asking
the Council to waive the competitive bidding requirement for an Agreement to continue the City’s
relationship with Dr. Flores.
The City Council most recently approved an Agreement for Dr. Flores’ veterinary services on July 28,
2015 in Resolution 2015-184. That Agreement authorized the City Manager to execute one-year
extensions through June 30, 2017. The term of the Agreement now before the Council is two years,
July 1, 2017-June 30, 2019, with up to three one-year extensions with the City Manager’s approval.
The amount authorized by the Agreement is up to $35,000 per fiscal year. Funding for the Agreement
is currently budgeted in the Facility’s budget for FY 2017-18. Future allocations will be considered as
part of the normal annual budget process.
DECISION-MAKER CONFLICT
Staff has reviewed the decisions contemplated by this action and has determined that the decision is
not site specific. Consequently, the 500-foot rule found in California Code of Regulations 18704.2(a)
(1) is not applicable to the decisions. Staff is not independently aware and has not been informed by
any City Council member of any other fact that might constitute a basis for a decision-maker conflict
of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. This action supports
the Healthy Community goal by staffing with the Animal Care Facility with an experienced and
effective veterinarian, ensuring that the Facility has full coverage, meets standards of care for its
animals, complies with applicable State and Federal laws, and is able to provide no-cost spay and
neuter services to low-income constituents.
CURRENT YEAR FISCAL IMPACT
Approval of the resolution results in no net fiscal year impact to the General Fund. These funds areCity of Chula Vista Printed on 6/1/2017Page 2 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 78
File#:17-0219, Item#: 9.
Approval of the resolution results in no net fiscal year impact to the General Fund. These funds are
currently budgeted in the Animal Care Facility budget for FY 2017-18.
ONGOING FISCAL IMPACT
Approval of the resolution results in no new ongoing fiscal impact to the General Fund. Future
allocations for these costs will be considered as part of the normal budget process.
ATTACHMENTS
1. Agreement
Staff Contact: Amanda Mills, Animal Care Facility Administrator
City of Chula Vista Printed on 6/1/2017Page 3 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 79
C:\Users\GRANIC~1\AppData\Local\Temp\BCL Technologies\easyPDF 7\@BCL@0C05F097\@BCL@0C05F097.doc
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE COMPETITIVE BIDDING
REQUIREMENT, APPROVING A CONTRACT BETWEEN
THE CITY OF CHULA VISTA AND DR. VANESSA FLORES,
VMD FOR RELIEF VETERINARY SERVICES AT THE
CHULA VISTA ANIMAL CARE FACILITY, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND UP TO THREE ONE-YEAR EXTENSIONS
WHEREAS, the City owns and operates the Chula Vista Animal Care Facility, a
municipal animal care facility (“the Facility”) that serves the cities of Chula Vista, National City
and Lemon Grove; and
WHEREAS, the Facility requires on-site veterinary services, which include checking
animals for signs of disease/injury, providing or supervising treatment for sick/injured animals,
adhering to current medical protocols and ensuring that staff is informed of and acting in
accordance with such protocols, performing medical procedures requiring sedation, performing
general surgery as needed, and performing spay/neuter surgeries; and
WHEREAS, Dr. Vanessa Flores, VMD has provided these services on a relief basis in a
satisfactory manner since 2009, ensuring full veterinary coverage at the Facility; and
WHEREAS, the City Council most recently approved Dr. Flores’ contract to provide
relief veterinary services on July 28, 2015 in Resolution 2015-184. This contract provided for
one-year administrative extensions through June 30, 2017 and a new contract is needed; and
WHEREAS, since 2009 Dr. Flores has been part of a veterinary team that enables the
City to meet a standard of care deemed necessary by County shelters and the Facility, as well as
to provide services in accordance with State and Federal Drug Enforcement Agency regulations
related to the care and treatment of animals; and
WHEREAS, shelter medicine is a unique area of veterinary medicine, due in part to a
high volume of spay-neuter surgeries, which are required for all shelter animals adopted in
California;
WHEREAS, Dr. Flores has unique working knowledge and performance capabilities of
the Facility’s procedures, policies, and staff as a result of her work with the City that would be
difficult to replace; and
WHEREAS, in accordance with Chula Vista Municipal Code §2.56.070, competitive
bidding requirements/sole source, Dr. Flores is selected to continue to provide relief veterinary
services at the Facility based on her experience and demonstrated satisfactory performance
capabilities in the unique practice area of shelter veterinary care and high-volume spay/neuter
surgeries; and
2017-06-06 Agenda Packet Page 80
Resolution No.
Page 2
WHEREAS, Dr. Flores has agreed to provide relief veterinary services at the Facility
under a two-year Agreement that may be administratively extended up to three additional one-
year terms, at a daily or weekly rate not to exceed $35,000 per fiscal year, according to a work
schedule agreeable to both parties; and
WHEREAS, these funds are budgeted in the Facility’s FY 2017-18 budget and any future
allocations will be considered as part of the annual budget process.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it hereby waives the competitive bidding requirement in CVMC §2.56.070 as applied
to the Agreement Between The City Of Chula Vista And Dr. Vanessa Flores, VMD For Relief
Veterinary Services At the Chula Vista Animal Care Facility, because the City’s interests would
be better served and because Dr. Flores since 2009 has demonstrated satisfactory performance
capabilities in the unique practice area of shelter veterinary care and high-volume spay/neuter
surgeries; and
BE IT FURTHER RESOLVED that the City Council approves a two-year Agreement
Between The City Of Chula Vista And Dr. Vanessa Flores, VMD For Relief Veterinary Services
At the Chula Vista Animal Care Facility, in the form presented, with such minor modifications
as may be required or approved by the City Attorney, a copy of which shall be kept on file in the
Office of the City Clerk, and authorizes and directs the City Manager to execute the same and up
to three one-year extensions of the Agreement.
Presented by
Gary Halbert
City Manager
Approved as to form by
Glen R. Googins
City Attorney
2017-06-06 Agenda Packet Page 81
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH DR. VANESSA FLORES, VMD
TO PROVIDE RELIEF VETERINARY SERVICES AT THE CHULA VISTA ANIMAL CARE
FACILITY
This Agreement is entered into effective as of July 1, 2017 ("Effective Date") by and between the City of Chula
Vista, a chartered municipal corporation ("City") and Dr. Vanessa Flores, VMD, a Soie Proprietorship,
("Consultant") (collectively, the "Parties" and, individually, a "Party") with reference to the following facts:
RECITALS
WHEREAS, City owns and operates the ChuIa Vista Animal Care Facility, a municipal animal care
facility (the "Facility"); and,
WHEREAS, the Chula Vista Animal Care Facility requires general veterinary services for shelter
medicine support as well as general surgery and in-house spay/neuter surgeries; and
WHEREAS, Consultant has agreed to provide these services on up to a weekly basis according to a
schedule agreeable to both parties; and
WHEREAS, to procure these services, Consultant was chosen based on Consultant's unique
qualifications, including a working knowledge and perfonnance capabilities of the Facility's procedures,
policies and staff as a result of her woa'k with the City, which would be difficult to replace. Consultant has been
an effective part of the Facility's veterinary team since 2009. On this basis, Consultant was awarded the
contract on a "sole source" basis under the authority of Chula Vista Municipal Code Section 2.56.070.B.4.; and
Whereas, Consultant wiI1 receive monetary consideration at an hourly rate of $90.00, for up to $35,000
per year in this two-year Agreement, with three one-year options to renew, for relieve veterinary services
provided to the City.
WHEREAS, Consultant wan'ants and represents that it is experienced and staffed in a manner such that
it can deliver the services required of Consultant to City in accordance with the time fiames and the terms and
conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
I ' 69
| Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 82
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and
Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the "Deliverables"
(if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the
time fi'ames set forth therein, time being of the essence for this Agreement. The selvices and/or Deliverables
described in Exhibit A shall be referred to herein as the "Required Services."
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, fi'om time
to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing
so, City and Consultant agree to meet and confer" in good faith for the purpose of negotiating a
colTesponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City's Charter, codes, policies, procedures and
ordinances governing procurement and purchasing authority, City may reqnest Consultant provide
additional services related to the Required Services ("Additional Services"). If so, City and Consultant
agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the
Additional Selvices. Unless otherwise agreed, compensation for the Additional Services shall be charged
and paid consistent with the rates and ternrs already provided therein. Once added to Exhibit A, "Additional
Selvices" shall also become "Required Services" for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly wan'ants and agrees that any and all Required Services
hereunder shall be performed in accordance with the highest standard of care exercised by members of the
profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be
conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws,
codes, industry standards, and liability for damages caused by negligent acts, errors, omissions,
noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the need for Consultant to
provide additional security for perfonnance of its duties under this Agreement, Consultant shall provide
such additional security prior to cormnencement of its Required Services in the folan and on the terms
prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with
any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from
City.
1.9 Subcontractors. Prior to commencement of any work, C, onsultant shall submit for City's information
and approval a list of any and all subconla'actors to be used by Consultant in the performance of the
2 hula Vista Agreement No.: 17069
{ Consultant Name: Dr. Vanessa Flores, VIvID Rev. 10/3/16
2017-06-06 Agenda Packet Page 83
Required Services. Consultant agrees to take appropriate measures necessary to ensure that all
subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement
comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In
addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this
Agreement, Consultant shall ensure that each and every subcontractor calTies out the Consultant's
responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant's
commencement of the Required Services hereunder, and shall tel:ninate when the Parties have complied
with all their obligations hereunder; provided, however, provisions which expressly survive tennination
shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate
Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing
and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed
each month, within thirty (30) days of the end of the month in wtfich the services were performed, unless
otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective
Date of the Agreement. All charges must be presented in a line item format with each task separately
explained in reasonable detail. Each invoice shall include the cun'ent monthly amount being billed, the
amount invoiced to date, and the remaining amount available under any approved budget. Consultant must
obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the
Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for
the invoice amount within thirty (30) days. Payment shall be made in accordance with the telms and
conditions set forth in Exhibit A and section 2.4, below. At City's discretion, invoices not timely submitted
may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services
detailed on each invoice (the "holdback amount"). Upon City review and determination of Project
Completion, the holdback amount will be issued to Consultant.
2.5 Reimbursement of Costs. City may reimburse Consultant's out-of-pocket costs incuned by
Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A.
Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket
costs incurred by Consultant in the perfolmance of the Required Selwices.
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess
of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not
be responsible for any cost: (a) incurred prior to the Effective Date; or Co) arising out of or related to the
en'ors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or
subcontractors.
3 ] City of Chula Vista Agreement No.: 17069
t Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 84
2.7 Pa,/ment Not Final Approval. Consultant understands and agrees that payment to the Consultant or
reimbursement for any Consultant costs related to the performance of Required Services does not constitute
a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for
payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of
this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation
ah'eady paid, City will notify Consultant in writing and Consultant shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance. Consultant must procure and maintain, during the period of perfonnance of
Required Services under this Agreement, and for twelve months after completion of Required Services, the
policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference
(the "Required Insurance"). The Required Insurance shall also comply with all other telrnS of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the
Required Insurance must be disclosed to and approved by City in advance of the cmnmencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of A V or better, or, if
insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of
Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. For
Workers' Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its
policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not
under its policies. Any separate coverage for sub-consultants must also comply with the terms of this
Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as
additional insureds with respect to any policy of general liability, automobile, or pollution insurance
specified as required in Exhibit B or as may otherwise be specified by City's Risk Manager.. The general
liability additional insured coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude
Products/Completed Operations coverage.
3.6 General Liability Coverage to be "Primary." Consultant's general liability coverage must be primary
insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate
fi'om the insurance provided by Consultant and in no way relieves Consultant from its responsibility to
provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required
insured period under this Agreement, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure
and put into effect equivalent coverage(s).
7069
I Consultani ne: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 85
3.8 Waiver of Subrogation. Consultant's insurer(s) will provide a Waiver of Subrogation in favor of the
City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it
may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with
original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that
Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The
words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents, or representatives" or any similar language must be deleted from all
certificates. The required certificates and endorsements should othetnvise be on industry standard forms.
The City reserves the rigbt to require, at any time, complete, certified copies of all required insurance
policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, PolIution and/or Asbestos Pollution
Liability and/or Erl'ors & Omissions coverage are required and are provided on a claims-made form, the
following requirements also apply:
a. The "Retro Date" must be shown, and must be before the date of this Agreement or the
beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be wovided, for at least five (5)
years after completion of the work required by this Agreement.
c. If coverage is canceled or non-renewed, and not replaced with another clailns-made policy form
with a "Retro Date" prior to the effective date of tiffs Agreement, the Consultant must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the work required by this
Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be
construed to limit the Consultant's obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains
higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for
higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall protect, defend, indemnify and
hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively,
"Indemnified Parties"), from and against any and all claims, demands, causes of action, costs, expenses,
(including reasonable attorneys' fees and court costs), liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts,
omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Required Services, the results of
such performance, or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified
I C essa Flore , VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 86
Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the
active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with
the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any
third party.
4.2. Modified Indemnity Where A 'eement Involves Design Professional Services. Notwithstanding the
forgoing, if the services provided under this Agreement are design professional services, as defined by
California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity
obligation under Section 1, above, shall be limited to the extent required by California Civil Code section
2782.8.
4.3 Costs of Defense and Award. Included in Consultant's obligations under this Section 4 is
Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all suits, actions or
other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties.
Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses
and costs incurred by any of them.
4.4. Consultant's Obligations Not Limited or Modified. Consultant's obligations under this Section 4
shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or
subsequent declaration by the Consultant. Furthermore, Consultant's obligations under this Section 4 shall
in no way limit, modify or excuse any of Consultant's other obligations or duties under tiffs Agreement.
4.5.. Enforcement Costs. Consultant agrees to pay any and all costs City incurs in enforcing Consultant's
obligations under this Section 4.
4.6 Survival. Consultant's obligations under this Section 4 shall survive the te Tnination of this
Agreement.
5. FINANCIAL hNTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The Califox'nia Political Reform Act and the Chula Vista Conflict of Interest Code
require certain government officials and consultants performing work for government agencies to publicly
disclose certain of their personal assets and income using a Statement of Economic Interests form (FolTn
700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure
requirements identified in the attached Exhibit C, inco 2oorated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700,
Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant,
or its employees or subconia'actors who will be perfolrning the Required Services, in any real property or
project which is the subject of this Agreement. Consultant warrants and represents that it has not employed
or retained any company or person, other than a bona fide employee or approved subcontractor working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it
has not paid or agreed to pay any company or person, other than a bona fide employee or approved
subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. Consultant further
warrants and represents that no officer or employee of City, has any interest, whether contractual, non
0.: 1706--
................
I Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 87
contractual, financial or otherwise, in this transaction, tile proceeds hereof, or in the business of Consultant
or Consultant's subcontractors. Consultant further agrees to notify C!ty in the event any such interest is
discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of
any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required
Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other
covenants, agreements or conditions of this Agreement (each a "Default"), in addition to any and all other
rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to
terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the
Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default
prior to City's specified termination date, and City agrees that the specified Default is capable of being
cured, City may grant Consultant up to ten (10) additional days after the designated telrnination date to
effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately
provide City any and all "Work Product" (defined in Section 7 below) prepared by Consultant as part of the
Required Services. Such Work Product shall be City's sole mid exclusive property as provided in Section 7
hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant's
receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount
that would have been payable under this Agreement for such work, and any such compensation shall be
reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Tetanination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or
any portion of the Required Services, at any time and for any reason, with or without cause, by giving
specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the
effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all woa'k under the
Agreement and promptly deliver all "Work Product" (defined in Section 7 below) to City. Such Work
Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be
entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount
due and payable under this Agreement for work satisfactorily performed as of the date of the
tetrnination/suspension notice plus any additional remaining Required Services requested or approved by
City in advance that would maximize City's value under the Agreement.
6.3 Waiver of Claims. in the event City terminates the Agreement in accordance with the terms of this
Section, Consultant hereby expressly waives any and all claims for damages or compensatinn as a result of
such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising
out of this Agreement against City unless a claim has first been presented in writing and filed with City and
acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal
Code, as same may be amended, the provisions of which, including such policies and procedures used by
City in the implementation of same, are incorporated herein by this reference. Upon request by City,
Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the
terms of this Agreement.
L
7 I City of Chula Vista Agreement No.:170 69
I"| Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 88
6.5 Governin Law/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any action arising under or relating to this Agreement shall be brought only
in San Diego County, State of California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If
Consultant is a foreign corporation, limited liability company, or partnership that is not registex'ed with the
California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first
class mail directed to the individual and address listed under "For Legal Notice," in section 1 .B. of Exhibit
A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, fornls, designs, plans, procedures, systems and any other
materials or properties produced in whole or in part under this Agreement in connection with the
performance of the Required Services (collectively "Work Product") shall be the sole and exclusive
property of City. No such Work Product shall be subject to private use, copyrights or patent rights by
Consultant in the United States or in any other country without the express, prior written consent of City.
City shall have um'estricted authority to publish, disclose, distribute, and otherwise use, copyright or patent,
in whole or in part, any such Work Product, without requiring any pelmission of Consultant, except as may
be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws.
With respect to computer files containing data generated as Work Product, Consultant shall make available
to City, upon reasonable written request by City, the necessary functional computer software and hardware
for purposes of accessing, compiling, transfen'ing and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assi ment. City would not have entered into this Agreement but for Consultant's unique
qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this
Agreement, nor any part hereof, without City's prior written consent, which City may grant, condition or
deny in its sole discretion.
8.3 Authorit2L The person(s) executing this Agreement for Consultant warrants and represents that they
have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations
hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deenled an
original, but aU of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire A reement. This Agreement together with all exhibits attached hereto and other agreements
expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject
matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein
by reference. All prior or contemporaneous agreements, understandings, representations, warranties and
statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion
of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents,
Ag,,eeme,,t No.: 1706--
"'........
Vanessa Flores, ViviD Rev. 10/3/16
2017-06-06 Agenda Packet Page 89
reports, records, contracts,and supporting materials relating to the performance of the Agreement, including
accounting for costs and expenses charged to City, including such records in the possession of sub
contractors/sub-consultants.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such
additional documents and instruments as may be reasonably required in order to can'y out the provisions of
this Aga'eement and the intentions of the Parties.
8.8 Indejpendent Contractor. Consultant is and shall at all times remain as to City a wholly independent
contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the
conduct of Consultant or any of Consultant's officers, employees, or agents ("Consultant Related
Individuals"), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed
employees of City, and none of them shall be entitled to any benefits to which City employees are entitled,
including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or
other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or
any other paya'oll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely
responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall
not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees
or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability
whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this
Aga'eement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to
have been properly given or served if personally served or deposited in the United States mail, addressed to
such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified
in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or
otherwise provided in writing.
(End of page. Next page is signature page.)
I C e r. VanessaFlores, WlD Rev. 10/3/16
2017-06-06 Agenda Packet Page 90
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant
agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and
consent to bound by same, and that they are freely enteling into this Agreement as of the Effective Date.
DR. VANESSA FLORES, VMD
DR. VANESSA FLORES, VMD
OWNER
CITY OF CHULA VISTA
BY:
GARY HALBERT
CITY MANAGER
APPROVED AS TO FORM
BY:
Glen R. Googins
City Attorney
I C ame: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 91
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A.City Contract Administration:
Animal Care Facility Administrator
130 Beyer Way, Chula Vista, CA 91911
619-476-2480
animalcare chulavistaca.ov
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
CityAttorney@chulavistaca.gov
g.Consultant Contract Administration:
DR. VANESSA FLORES, V ID
1290 Pem sylvania Avenue, San Diego, CA 92103
619-813-9189
vanessa.s.flores@gmail.com
For Legal Notice Copy to:
Same as above
2. Required Services
A. General Description:
Consultant shall work periodically as scheduled to provide Shelter Medicine services.
B. Detailed Description:
Consultant shall serve as Shelter Veterinarian with services to include but not limited to the following:
(1) Consultant shall perform daily rounds of all animals to check for any signs of disease.
(2) Consultant shall isolate and medicate all sick animals.
(3) Consultant shall perform and/or supervise daily treatments for all sick and injured animals.
(4) Consultant shall keep cmxent all medical protocols and procedures ensuring that all staff are kept
abreast of requirements and performing accordingly.
(5) Consultant shall perform medical procedures using sedation and anesthesia.
(6) Consultant shall perform general surgery as required
11 I City 0fChula Vista Agreement No.: 17069
Consultant Name: Dr. Vanes.sa Flores, VMD Rev. i0/3/16
2017-06-06 Agenda Packet Page 92
(7) Consultant shall work closely with the Animal Care Manager to ensure strong coordination
within the medical team and between the medical team and all Shelter personnel to ensure that
the best care is being provided to the animals and that the Shelter is delivering the best customer
service possible.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1,
2017 and end on June 30, 2019 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
[] Time and Materials. For performance of the Required Services by Contractor as identified in Section 2.B.,
above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the
Required Services, at the rates or amounts as indicated below:
$ 90/hour
B. Reimbursement of Costs
[] None, the compensation includes all costs
AND
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed
through June 30, 2019 shall not exceed $70,000. If the City exercises its option to extend the Agreement, the
amount to be paid to tile Consultant for services provided during the term of that extension shall not exceed
$35,000. If the City exercises all additional options to extend the Agreement, the total amount to be paid to the
Consultant for services provided during the initial and optional extension periods shall not exceed $175,000.
5. Special Provisions: CHECK ANY THAT APPLY OR SELECT "NONE," AND DELETE ALL
INSTRUCTIONS.
[] Permitted Sub-Consultants: List Permitted Sub-Consultants or Indicate "None"
[] Security for Performance: See City Attorney or Indicate "None" if Not Applicable
[] Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement
for 3 additional terms, defined as a oue-year Increment. The City Manager or Director of Finance/Treasurer
shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend,
each extension shall be on the same telms and conditions contained herein, provided that the amounts specified
in Section 4 above may be increased by up to 3% for each extension. The City shall give written notice to
Consultant of the City's election to exercise the extension via the Notice of Exercise of Option to Extend
document. Such notice shall be provided at least 30 days prior to the expiration of the term.
12 f r 1 lt NO.: 7069
[ Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 93
EXHIBIT B
ENSURANCE REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agTees to provide the
following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x),
Type of Insurance Minimum Amount Form
[]General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occun'ence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggn-egate limit is used, either the
general agga'egate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occun'ence limit
Waiver of Recovery Endorsement
Automobile LiabiIity $1,000,000 per accident for bodily Insurance Services Office Fmrn
injury, including death, and CA 00 01
property damage Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
Wm'kers' $1,000,000 each accident
Compensation $1,000,000 disease policy limit
Employer's Liability $1,000,000 disease each employee
Waiver of Recovery Endorsement
Professional Liability $1,000,000 each occurrence
(E1Tors & Omissions) $2,000,000 agg 'egate
[]
[]
[]
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Insurance Services Office Fmrn
CG 00 01
*Must be primaly and must not
exclude Products Completed
Operations
Other Negotiated Insurance Terms: None
13 - ementNo.:17069
| Consultant Name: Da Vane a Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 94
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Actl and the Chula Vista Conflict of Interest Code2 ("Code") require designated state and
local government officials, including some consultants, to make certain public disclosures using a Statement of
Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of
the public. In addition, consultants designated to file the Folan 700 are also required to comply with certain
ethics training requirements.3
[] A. Consultant IS a corporation or limited liability company and is therefore EXCLLtDED4 from disclosure.
[] B. Consultant NOT a co12ooration or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES
(Category descriptions available at *tzvw.ehulavistaca.ov/deparmlents/eitv-elerk/eon[lict-of-interest-code.)
Nam e Email Address Applicable Designation
Vanessa Flores vanessa.s.flores@ naik com [] A. Full DiscIosure
[] B. Limited Disclosure (select one or more of
the categories under which dze consultant shall file)."
[]1. []2. [] 3. [] 4. []5. [2]6. []
7.
Justification:
[] C. Excluded fl'om Disclosure
1.Required Filers
Each individual who will be perforating services for the City pursuant to the Agreement and who meets the defmition
of"Consultant," pursuant to FPPC Regulation 18700.3, must file a Form 700.
2.Required Filing Deadlines
Each initial Form 700 requh'ed under this Agreement shall be filed with the Office of the City Clerk via the City's
online filing system, NetFile, withfll 30 days of the approval of the Agreement. Additional Form 700 filings will be
required ammally on April 1 dmfng the term of the Agreement, and within 30 days of the termination of the
Agyeement.
3. Filing Designation
The City Department Director wili designate each individual who will be providing services to the City pursuant to
the Agreement asfidl disclosure, limited disclosure, or excludedfi'om disclosure, based oi1 an analysis of the services
the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is
ultimately responsible for complying with FPPC regulations and filing reqnirements. If you have any questions
regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1
866-ASK-FPPC, or (866) 275-3772 *2.
Pm'suant to the duly adopted City of Chula Vista Comflict of Interest Code, this document shall serve as the written
determination of the consultant's requirement to comply with the disclosure requh'ements set forth fll the Code.
Completed by: Amanda 3,1ills
1 Cal. Gov. Code § § 81000 et seq.; FPPC Pegs. 18700.3 and 18704.
2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified Sehool District (2015) 237 Cal.App.4 261; FPPC Reg.
18700.3 (Consultant defined as an "individual" who participates in making a governmental decision; "individual" does not include
corporation or limited liability company).
i-Z .....................
City of Chula Vista Agreement No.: 1 7 069
I Consultant Name: Dr. Vanessa Flores, VMD Rev. 10/3/16
2017-06-06 Agenda Packet Page 95
City of Chula Vista
Staff Report
File#:16-0466, Item#: 10.
CONSIDERATION OF WAIVING IRREGULARITIES IN THE BID RECEIVED FOR THE “MANHOLE
REHABILITATION PROGRAM, FISCAL YEAR 2015/2016 (SW297)” PROJECT PER CITY
CHARTER SECTION 1009 (This item was continued from 5/23/17.)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING BIDS;
WAIVING MINOR BID IRREGULARITIES; AWARDING A CONTRACT FOR THE “MANHOLE
REHABILITATION PROGRAM, FISCAL YEAR 2015/2016 (CIP# SW297)” PROJECT TO
SANCON ENGINEERING, INC. IN THE AMOUNT OF $226,067.07; APPROPRIATING
$130,000 FROM THE AVAILABLE BALANCE OF THE SEWER FACILITY REPLACEMENT
FUND TO CAPITAL IMPROVEMENT PROJECT SW297; WAIVING CITY COUNCIL POLICY
NO. 574-01; AND AUTHORIZING THE DIRECTOR OF PUBLIC WORKS TO EXECUTE ALL
CHANGE ORDERS (4/5 VOTE REQUIRED)
RECOMMENDED ACTION
Council conduct the public hearing and adopt the resolution.
SUMMARY
On April 5, 2017, the Director of Public Works received two (2) sealed bids for “Manhole
Rehabilitation Program, Fiscal Year 2015/16 (CIP No. SW297)” project at various locations. The
project consists of the rehabilitation and repair of various sewer mains and manholes and the
replacement of various sewer manholes citywide.
ENVIRONMENTAL REVIEW
Environmental Notice
The Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing
Facilities) of the California Environmental Quality Act State Guidelines.
Environmental Determination
The Director of Development Services has reviewed the proposed project for compliance with the
California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class
1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the State CEQA
Guidelines. Thus, no further environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
Based on field investigations, a number of sewer manholes have been identified by the Public Works
Department as requiring rehabilitation. The general scope of the “Manhole Rehabilitation Program
Fiscal Year 2015/16 (CIP No. SW297)” project consists of installing epoxy liners in existing sewer
City of Chula Vista Printed on 6/1/2017Page 1 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 96
File#:16-0466, Item#: 10.
Fiscal Year 2015/16 (CIP No. SW297)” project consists of installing epoxy liners in existing sewer
manholes, the installation of epoxy liners in sewer mains, and the removal and replacement of sewer
manholes. The locations of work to be done are identified in the attached project Location Summary
Map (Attachment 1).
On April 5, 2017, the Director of Public Works received two (2) sealed bids as follows:
The apparent low bid by Sancon Engineering, Inc. of $226,067.07 is $36,067.07 (approximately 19%)
above the Engineer's estimate of $190,000.
The Sancon Engineering, Inc. original sealed bid proposal contained minor irregularities by not
including a signed Affidavit form and by submitting a bid with a minor mathematical error. The
Affidavit form was received a few days after bids were opened. The signed Affidavit clearly
demonstrates that the form was made and signed on April 5, 2017, along with the submitted bid
proposal documents, as evidenced under the official seal of a California Notary Public.
The original bid proposal listed a grand total of $226,068.57. After updating the total due to a minor
mathematical error, the new grand total is $226,067.07. Corrections to the bid total did not change
the outcome and ranking of the bids (see Attachment 2). Given that there is no specific provision
under Section 1009 of the Chula Vista Charter requiring the submission of an Affidavit, and given that
the mathematical error resulted in a minor change in the bid proposal grand total, staff requests for
these minor irregularities to be waived by the City Council.
Sancon Engineering, Inc. is currently an active licensed Class “A”, General Engineering Contractor
(License No. 731797) and has performed similar work in the region with satisfactory performance.
Staff has reviewed Sancon Engineering, Inc. references and bid package, and determined them to be
a responsible and responsive bidder; therefore, staff recommends awarding SW297 to Sancon
Engineering, Inc.
The proposed resolution would also authorize the Director of Public Works to approve change orders
over and above existing policy limits. Under City Council Policy No. 574-01, if an individual change
order causes the cumulative increase in change orders to exceed the Director’s authority, (“Maximum
Aggregate Increase in Change Orders”), City Council approval is required. The corresponding
maximum aggregate contract increase that may be approved by the Director of Public Works under
Policy No. 574-01 is $18,824. Approval of the resolution would increase the Director of Public Works
authority to approve change orders, without City Council approval as necessary, up to contingency
amount of $34,000 (approximately 15% of the contract), an increase of $15,086 over Policy No. 574-
01. Increasing the Director’s authority will allow the project to continue without delay should
unforeseen circumstances arise resulting in increased project costs during the course of construction,
as well as make adjustments to bid item quantities. Unforeseen conditions include such items as
City of Chula Vista Printed on 6/1/2017Page 2 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 97
File#:16-0466, Item#: 10.
as well as make adjustments to bid item quantities. Unforeseen conditions include such items as
utility conflicts, hazardous materials, unexpected underground conflicts, etc. If the contingency funds
are not used, they will be returned to the project fund balance.
Wage Statement
The Contractor and its subcontractors are required by bid specifications to pay prevailing wage
(“Prevailing Wage Rates”) to persons employed by them for work under this Contract. In accordance
with the provisions of Section 1773 of the Labor Code of the State of California, the City of Chula
Vista has ascertained the general prevailing wage scales applicable to the work to be done. The
prevailing wage scales are those determined by the Director of Industrial Relations, State of
California.
Disclosure Statement
Attachment 3 is a copy of the Contractor’s Disclosure Statement.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the properties which are the subject of this action.
Consequently, this item does not present a disqualifying real property-related financial conflict of
interest under California Code of Regulations Title 2, section 18702.2(a)(11), for purposes of the
Political Reform Act (Cal. Gov’t Code §87100,et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any
other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The Manhole
Rehabilitation Program Fiscal Year 2015/16 (CIP No. SW297) project supports the Strong and
Secure Neighborhoods Strategic Goal as it maintains public infrastructure and promotes sustainable
infrastructure vital to the quality of life for residents.
CURRENT YEAR FISCAL IMPACT
Approval of the resolution will award a contract for the Manhole Rehabilitation Program Fiscal Year
2015/16 Project and appropriate $130,000 from Sewer Facility Replacement Funds to SW297.
Sufficient Sewer Facility Replacement Funds are available for said appropriation. The table below
summarizes the anticipated project costs and the funding sources:
City of Chula Vista Printed on 6/1/2017Page 3 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 98
File#:16-0466, Item#: 10.
ONGOING FISCAL IMPACT
Upon completion of the project, the improvements will require only routine maintenance of sewer
facilities.
ATTACHMENTS
1. Project Location Map
2. Bid Price Adjustment Letter from Sancon Engineering, Inc.
3. Contractor’s Disclosure Statement from Sancon Engineering, Inc.
Staff Contact: Rosina Constanza, Assistant Civil Engineer
City of Chula Vista Printed on 6/1/2017Page 4 of 4
powered by Legistar™2017-06-06 Agenda Packet Page 99
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING BIDS; WAIVING MINOR BID
IRREGULARITIES; AWARDING A CONTRACT FOR THE
“MANHOLE REHABILITATION PROGRAM, FISCAL YEAR
2015/2016 (CIP# SW297)” PROJECT TO SANCON
ENGINEERING, INC. IN THE AMOUNT OF $226,067.07;
APPROPRIATING $130,000 FROM THE AVAILABLE
BALANCE OF THE SEWER FACILITY REPLACEMENT
FUND TO CAPITAL IMPROVEMENT PROJECT SW297;
WAIVING CITY COUNCIL POLICY NO. 574-01; AND
AUTHORIZING THE DIRECTOR OF PUBLIC WORKS TO
EXECUTE ALL CHANGE ORDERS
WHEREAS, the purpose of the project is to rehabilitation the City’s sewer system by
installing epoxy liners in existing sewer manholes, removing and replacing sewer manholes, and
by lining existing sewer main pipes; and
WHEREAS, the Director of Development Services has reviewed the proposed project for
compliance with the California Environmental Quality Act (CEQA) and has determined that the
project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing
Facilities) of the State CEQA Guidelines. Thus, no further environmental review is required; and
WHEREAS, On April 5, 2017, the Director of Public Works received two (2) sealed bids
for the “Manhole Rehabilitation Program, Fiscal Year 2015/16 (CIP No. SW297)” project at
various locations; and
WHEREAS, the following bids were received:
CONTRACTOR BASE BID AMOUNT
1 Sancon Engineering, Inc. – Huntington Beach, CA $226,068.57*
2 SoCal Pacific Construction Corp. dba National
Coating & Lining Co. –Murrieta, CA $345,582.00
WHEREAS, the lowest bid contained minor bid irregularities, in that a signed Affidavit
form was not incorporated into the bid submittal and the bid contained a minor mathematical
error; and
WHEREAS, though the Affidavit was not included, staff determined that this irregularity
was minor, as the bidder submitted the form a few days after bids were opened and demonstrated
that the form was signed with the original bid as evidenced under the official seal of a California
Notary Public; and
2017-06-06 Agenda Packet Page 100
WHEREAS, the minor mathematical error did not change the outcome and ranking order
of the bids: and
WHEREAS, Sancon Engineering, Inc. is currently an active licensed Class “A”, General
Engineering Contractor (License No. 731797) and has performed similar work in the region with
satisfactory performance; and
WHEREAS, all companies associated with this contract are registered as public works
contractors with the California Department of Industrial Relations (DIR); and
WHEREAS, in accordance with the provisions of Section 1773 of the Labor Code of the
State of California, the contractor and its subcontractors are required by bid specifications to pay
prevailing wages to persons employed by them for work under this contract; and
WHEREAS, in the City Council Policy No. 574-01, the maximum aggregated contract
increase that may be approved by the Director of Public Works for the SW297 project is
$18,824; and
WHEREAS, approval of the resolution would increase the Director of Public Works
authority to approve change orders, without City Council approval as necessary, up to
contingency amount of $34,000 (approximately 15% of the contract); and
WHEREAS, the breakdown of construction costs are as follows:
FUNDS REQUIRED FOR CONSTRUCTION
A. Contract Amount $226,067.07
B. Contingency (Approximately 15% of contract)$34,000.00
C. Construction Inspection $34,000.00
D. Material Testing $14,301.93
TOTAL FUNDS REQUIRED FOR CONSTRUCTION $308,369.00
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it does hereby accept bids, waive minor bid irregularities, and award a contract for the
“Manhole Rehabilitation Program, Fiscal Year 2015/16 (CIP No. SW297)” project to Sancon
Engineering, Inc. in the amount of $226,067.07; and appropriate $130,000 from the Sewer
Facility Replacement Fund to CIP SW297; and
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that City
Council Policy 574-01 is waived and the expenditure of all contingency funds be authorized in
an amount not to exceed $34,000.
2017-06-06 Agenda Packet Page 101
Resolution No.
Page 3
Presented by Approved as to form by
Richard A. Hopkins Glen R. Googins
Director of Public Works City Attorney
2017-06-06 Agenda Packet Page 102
1
2
3
4
5
67
8
9
10Prepared By: TWeinmanProjection Information: Name: NAD 1983 StatePlane California VI FIPS 0406 Feet Datum: North American 1983File: Q:\Engineer\AllProjects\SW\SW297MHRehabFY15-16\ Plats\CIP2016MHsOverall-SW297.mxdE 0 1,880 FeetCIP 2016 MHs Overall-SW297 8/26/2016
Legend
MH Maps
Freeways
CityLimit
J ST
FLOWER ST
EASTLAKE PWLA MED
IA
RD
E NAPLES S
T
H ST
BAY BLPALOMAR S
T
I-805
SR-125
I-5
2017-06-06 Agenda Packet Page 103
SANCON ENGINEERING, INC.
GENERAL ENGINEERING CONTRACTOR Tel: (714) 891-2323
STATE CONTRACTORS LICENSE #731797 Fax: (714) 891-2524
April 10, 2017
Rosina Constanza
City of Chula Vista
Department of Public Works, Engineering
276 Fourth Avenue,
Chula Vista, CA 91910
Subject: Bid Price Adjustment
Dear Rosina,
As discussed during our phone conversation. I acknowledge the bid price error for bid item number eight and
request to change the total cost for the item from $2362.50 to the correct cost of 2361.00. Also the adjustment of
item 8 changes the grand total for the bid from $226,068.57 to the new grand total of $226,067.07. I have review
the prices and agree with the changes.
Thanks you,
Matt Sciborski
Project Manager, Sancon Engineering Inc.
2017-06-06 Agenda Packet Page 104
2017-06-06 Agenda Packet Page 105
2017-06-06 Agenda Packet Page 106
City of Chula Vista
Staff Report
File#:17-0195, Item#: 11.
CONSIDERATION OF AN AMENDMENT TO CHULA VISTA’S PORTION OF THE 2016 REGIONAL
TRANSPORTATION IMPROVEMENT PROGRAM
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING AN
AMENDMENT TO THE TRANSNET LOCAL STREET IMPROVEMENT PROGRAM OF PROJECTS
FOR FISCAL YEARS 2016/2017 THROUGH 2020/2021, AND PROVIDING THE CERTIFICATION
AND INDEMNITY STATEMENTS NECESSARY TO OBTAIN TRANSNET FUNDS
RECOMMENDED ACTION
Council conduct the public hearing and adopt the resolution.
SUMMARY
On February 2, 2017, the San Diego Association of Governments (SANDAG) provided its member
agencies with new financial projections for Fiscal Years 2016-17 through 2021-22. The estimated
allocations for all future fiscal years need to conform to these projections.
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because the activity consists of
governmental Regional Transportation Improvement Program/ TransNet funds activity, which does
not involve any commitment to any specific project that may result in a potentially significant physical
impact on the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA
Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required. Although
environmental review is not required at this time, once the scope of potential individual projects has
been defined, environmental review will be required for each project and the appropriate
environmental determination will be made.
BOARD/COMMISSION RECOMMENDATION
Not applicable
DISCUSSION
The 2016 Regional Transportation Improvement Program (RTIP) includes a program of projects and
City of Chula Vista Printed on 6/1/2017Page 1 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 107
File#:17-0195, Item#: 11.
The 2016 Regional Transportation Improvement Program (RTIP) includes a program of projects and
expenditures for Fiscal Years 2016-17 through 2021-22. On February 2, 2017, SANDAG provided
the member agencies with the most recent financial projections for Fiscal Years 2016-17 through
2021-22, which is very conservative (Attachment 1). The funds available for Fiscal Year 2016-17 are
reduced by $100,000 (1.7%) from the projections provided in the February 2, 2016 revenue
projections of $5,914,000 to $5,814,000. The projected revenue for Fiscal Year 2017-18 is reduced
by $118,000 (1.9%) from the previous estimate of $6,160,000 to $6,042,000. Estimated funding for
future Fiscal Years 2018-19 through 2020-21 is also reduced.
Council subsequently adopted Resolutions 2017-041 and 2017-042 (Attachments 2 and 3), which
reduced the funding in Fiscal Years 2016-17 and 2017-18 to agree with the new projections. This
item also allocates the costs to projects that are anticipated to be funded during the Fiscal Year 2017-
18 Capital Improvement Program (CIP) process and transfers funds from closed projects.
In early May 2017, staff was subsequently informed by SANDAG that the City needed to amend its
future projections for Fiscal Years 2018-19 through 2020-21, which are the last three years in the
2016 RTIP, in order to be at or below the newly revised (February 2017 projected) revenue estimates.
These new projections are shown on Attachment 4. The simplest way to do this is to take the
revenue reductions from the largest TransNet funded CIP, the Major Pavement Rehabilitation
program (CHV48), since minor budget amendments do not significantly change the scope or amount
of work to be done.
These fiscal years have not yet been budgeted, so these estimates will not affect the City’s budget.
Staff also has not yet developed a street listing for these fiscal years.
Staff will need to return to Council in spring 2018 for approval of Chula Vista’s portion of the 2018
RTIP. At that time, the allocation of costs for these three fiscal years will be revised. The allocations
for Fiscal Year 2018-19 will more closely approximate the proposals for the Fiscal Year 2018-19 CIP.
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site-
specific and consequently, the 500-foot rule found in California Code of Regulations Title 2, section
18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real
property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100,
et seq.).
Staff is not independently aware, and has not been informed by any Council member, of any other
fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The TransNet Local
Street Improvement Program supports the Strong and Secure Neighborhood strategy in the City’s
Strategic Plan. It provides funding for the maintenance and rehabilitation of public infrastructure,
City of Chula Vista Printed on 6/1/2017Page 2 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 108
File#:17-0195, Item#: 11.
Strategic Plan. It provides funding for the maintenance and rehabilitation of public infrastructure,
which is a key City function in providing a safe and efficient transportation system for residents,
businesses and visitors.
CURRENT YEAR FISCAL IMPACT
There will be no current fiscal year impact, since this Council action pertains to revenue estimates for
Fiscal Years 2018-19 through 2020-21
ONGOING FISCAL IMPACT
There will not be any ongoing fiscal impact, since these amounts are only estimates, which will not
affect the budget and will be amended in spring 2018.
ATTACHMENTS
1. TransNet Revenue Forecast
2. Resolution 2017-041
3. Resolution 2017-042
4. Estimated TransNet Allocation - FY2019 through FY2021
Staff Contact: Elizabeth Chopp, Senior Civil Engineer
City of Chula Vista Printed on 6/1/2017Page 3 of 3
powered by Legistar™2017-06-06 Agenda Packet Page 109
RESOLUTION NO. 2017________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA
ADOPTING AN AMENDMENT TO THE TRANSNET LOCAL STREET
IMPROVEMENT PROGRAM OF PROJECTS FOR FISCAL YEARS
2016/2017 THROUGH 2020/2021, AND PROVIDING THE
CERTIFICATION AND INDEMNITY STATEMENTS NECESSARY TO
OBTAIN TRANSNET FUNDS
WHEREAS, on November 4, 2004, the voters of San Diego County approved the
San Diego Transportation Improvement Program Ordinance and Expenditure Plan
(TransNet Extension Ordinance); and
WHEREAS,the TransNet Extension Ordinance provides that SANDAG, acting as
the Regional Transportation Commission, shall approve on a biennial basis a multi-year
program of projects submitted by local jurisdictions identifying those transportation
projects eligible to use transportation sales tax (TransNet) funds; and
WHEREAS, on February 2, 2017, the City of Chula Vista was provided with an
estimate of annual TransNet local street improvement revenues for fiscal years 2017
through 2021; and
WHEREAS, the City of Chula Vista approved its 2016 TransNet Local Street
Improvement Program of Projects (POP) on March 8, 2016 and the City of Chula Vista
desires to make adjustments to its Program of Projects; and
WHEREAS, the City is required by SANDAG to amend its estimated TransNet
allocation for Fiscal Years 2018-19 through 2020-21 due to the revised revenue
projections; and
WHEREAS, the City of Chula Vista has held a noticed public meeting with an
agenda item that clearly identified the proposed amendment prior to approval of the
projects by its authorized legislative body in accordance with Section 5(A) of the
TransNet Extension Ordinance and Rule 7 of SANDAG Board Policy No. 31.
NOW THEREFORE, BE IT RESOLVED that the City of Chula Vista requests that
SANDAG make the following changes to its 2016 POP (the “Amendment”), as shown on
Exhibit A; and
BE IT FURTHER RESOLVED that pursuant to Section 2(C)(1) of the TransNet
Extension Ordinance, the City of Chula Vista certifies that no more than 30 percent of
its annual revenues shall be spent on local street and road maintenance-related
projects as a result of the Amendment.
BE IT FURTHER RESOLVED that pursuant to Section 4(E)(3) of the TransNet
Extension Ordinance, the City of Chula Vista certifies that all new or changed projects,
2017-06-06 Agenda Packet Page 110
or major reconstruction projects included in the Amendment and funded by TransNet
revenues shall accommodate travel by pedestrians and bicyclists, and that any
exception to this requirement permitted under the Ordinance and proposed was clearly
noticed as part of the City of Chula Vista’s public meeting process for the Amendment.
BE IT FURTHER RESOLVED that the City of Chula Vista does hereby certify that all
applicable provisions of the TransNet Extension Ordinance and SANDAG Board Policy
No. 31 have been met.
BE IT FURTHER RESOLVED that the City of Chula Vista continues to agree to
indemnify, hold harmless, and defend SANDAG, the San Diego County Regional
Transportation Commission, and all officers and employees thereof against all causes
of action or claims related to City of Chula Vista’s TransNet funded projects.
BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista adopts
the amendment to the TransNet Local Street Improvement Program of Projects for
Fiscal Years 2016/2017 through 2020/2021.
Presented by:
___________________________________________________
Richard A. Hopkins Glen R. Googins
Director of Public Works City Attorney
Exhibit A
2017-06-06 Agenda Packet Page 111
EXHIBIT A
ESTIMATED TRANSNET ALLOCATION - FY 2019 THROUGH FY 2021
PROJECT MPO ID FY 18/19 FY 19/20 FY 20/21
Estimated Annual Allocation $6,296,000 $6,548,000 $6,814,000
Major Pavement Rehabilitation (Overlays/Reconstruct) CHV48 $3,780,000 $3,863,000 $3,848,000
Traffic Signal System Optimization (TF350)(TF400)CHV39 $150,000 $150,000 $150,000
Bike Lanes on Broadway CHV70 $475,000
New Sidewalk Construction CHV58 $500,000 $500,000
Traffic Signal Upgrade CHV60 $300,000 $500,000 $400,000
Minimum Required Congestion Relief $4,407,200 $4,583,600 $4,769,800
SUBTOTAL Congestion Relief $4,705,000 $5,013,000 $4,898,000
Emergency Storm Drain Repair CHV50 $500,000 $500,000 $500,000
Neighborhood Traffic/Ped Safety Program (TF327)CHV34 $250,000 $250,000 $250,000
School Zone Traffic Calming (TF384, TF345)CHV33 $70,000 $70,000 $70,000
Minor Pavement Rehabilitation Program CHV06 $111,000 $361,000 $401,000
Advance Planning Studies (OP202)CHV22 $60,000 $60,000 $60,000
Traffic Monitoring Program (TF321)(STM369)CHV45 $100,000 $94,000 $135,000
Traffic Signing and Striping (TF332) (TF393)(TF399), Studies
& Signal/Streetlight Upgrade (TF366) and Maint.CHV35 $250,000 $200,000 $300,000
ADA Curb Ramps CHV75 $250,000 $200,000
SUBTOTAL Maintenance $1,591,000 $1,535,000 $1,916,000
TOTAL $6,296,000 $6,548,000 $6,814,000
Revised 5/5/17
2017-06-06 Agenda Packet Page 112
REVISED2/1/2017JurisdictionJan. 2016Population3 MaintainedMiles3Revised FY 2017*FY 2018 FY 2019 FY 2020 FY 2021 FY 2022Carlsbad 112,930 347.5 $2,806 $3,125 $3,255 $3,384 $3,521 $3,661Chula Vista 265,070 464.3 $5,814 $6,042 $6,296 $6,548 $6,814 $7,088Coronado 25,230 42.5 $580 $615 $638 $662 $687 $713Del Mar44,27422.4$0$0$7$12$21 $26El Cajon102,337 191.5 $2,367 $2,406 $2,506 $2,605 $2,710 $2,817Encinitas61,928 182.7 $1,615 $1,709 $1,779 $1,849 $1,922 $1,998Escondido150,760 297.2 $3,480 $3,574 $3,723 $3,871 $4,027 $4,189Imperial Beach27,43464.2 $683$726 $755 $783 $813 $844La Mesa459,982 151.8 $1,095 $1,569 $1,633 $1,697 $1,765 $1,834Lemon Grove 26,611 65.2 $703 $716 $745 $773 $802 $833National City460,768 100.7 $993 $1,021 $1,077 $1,230 $1,578 $1,640Oceanside 175,948 475.6 $4,496 $4,611 $4,805 $4,996 $5,199 $5,407Poway 50,103 180.6 $1,475 $1,506 $1,568 $1,629 $1,694 $1,761San Diego 1,391,676 2,713.4 $31,746 $32,473 $33,847 $35,209 $36,647 $38,129San Marcos493,295 183.7 $1,184 $1,285 $1,377 $1,469 $1,565 $1,665Santee456,757 134.9 $461$493 $554 $611 $675 $742Solana Beach413,49447.9 $105$115 $131 $148 $165 $183Vista98,896 175.5 $2,229 $2,294 $2,389 $2,483 $2,582 $2,685County4511,119 1,940.5 $13,441 $13,975 $14,619 $15,255 $15,923 $16,622Subtotal Street & Road*** 3,288,612 7,782.1 $75,275 $78,256 $81,705 $85,215 $89,110 $92,837Local EMP5$4,810 $4,936 $5,094 $5,307 $5,518 $5,742Local Smart Growth5$5,612 $5,759 $5,942 $6,191 $6,438 $6,699*Same formula distribution as listed below but using Jan. 2015 population and Caltrans 2013 California Public Road Data**Revenue estimates for planning purposes only. Payments will be based on actual sales tax monthly receipts from the State Board of Equalization.*** Totals may not add up due to rounding4. Revenues are net of estimated commercial paper and/or bond debt service payments5. EMP to be distributed on a project by project basis; Smart Growth to be allocated based on Call for Projects process.TransNet Revenue Forecast - Local Street Improvement Program1Revised FY 2017 Projection; Estimates for FY 2018 to FY 2022 (in $000s)**1.Projection of revenues are based on estimate of growth rate on taxable sales as forecasted by SANDAG and excludes interest and prior year excess funds.2. Distribution of revenue estimates are based on the 2004 Proposition A Extension: San Diego Transportation Improvement Program and Expenditure Plan and apportioned as follows: (a) $50,000 annual base per agency ; (b) balance distributed on a formula of 2/3 population and 1/3 maintained miles.3. Population numbers are based on state Department of Finance (DOF) estimates as of January 2016; Maintained miles figures are based on Caltrans 2014 California Public Road Data (July 2016)2017-06-06 Agenda PacketPage 113
2017-06-06 Agenda Packet Page 114
2017-06-06 Agenda Packet Page 115
2017-06-06 Agenda Packet Page 116
2017-06-06 Agenda Packet Page 117
2017-06-06 Agenda Packet Page 118
2017-06-06 Agenda Packet Page 119
2017-06-06 Agenda Packet Page 120
2017-06-06 Agenda Packet Page 121
ATTACHMENT 4
ESTIMATED TRANSNET ALLOCATION - FY 2019 THROUGH FY 2021
PROJECT MPO ID FY 18/19 FY 19/20 FY 20/21
Estimated Annual Allocation $6,296,000 $6,548,000 $6,814,000
Major Pavement Rehabilitation (Overlays/Reconstruct) CHV48 $3,780,000 $3,863,000 $3,848,000
Traffic Signal System Optimization (TF350)(TF400)CHV39 $150,000 $150,000 $150,000
Bike Lanes on Broadway CHV70 $475,000
New Sidewalk Construction CHV58 $500,000 $500,000
Traffic Signal Upgrade CHV60 $300,000 $500,000 $400,000
Minimum Required Congestion Relief $4,407,200 $4,583,600 $4,769,800
SUBTOTAL Congestion Relief $4,705,000 $5,013,000 $4,898,000
Emergency Storm Drain Repair CHV50 $500,000 $500,000 $500,000
Neighborhood Traffic/Ped Safety Program (TF327)CHV34 $250,000 $250,000 $250,000
School Zone Traffic Calming (TF384, TF345)CHV33 $70,000 $70,000 $70,000
Minor Pavement Rehabilitation Program CHV06 $111,000 $361,000 $401,000
Advance Planning Studies (OP202)CHV22 $60,000 $60,000 $60,000
Traffic Monitoring Program (TF321)(STM369)CHV45 $100,000 $94,000 $135,000
Traffic Signing and Striping (TF332) (TF393)(TF399), Studies
& Signal/Streetlight Upgrade (TF366) and Maint.CHV35 $250,000 $200,000 $300,000
ADA Curb Ramps CHV75 $250,000 $200,000
SUBTOTAL Maintenance $1,591,000 $1,535,000 $1,916,000
TOTAL $6,296,000 $6,548,000 $6,814,000
Revised 5/5/17
2017-06-06 Agenda Packet Page 122
City of Chula Vista
Staff Report
File#:17-0242, Item#: 12.
CONSIDERATION OF APPROVAL TO FINANCE INFRASTRUCTURE, FACILITIES AND
EQUIPMENT RELATING TO MEASURE P
A. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING
THE EXECUTION AND DELIVERY BY THE CITY OF A SITE LEASE, LEASE AGREEMENT,
INDENTURE, CONTINUING DISCLOSURE AGREEMENT AND BOND PURCHASE AGREEMENT
IN CONNECTION WITH THE ISSUANCE OF THE CHULA VISTA MUNICIPAL FINANCING
AUTHORITY 2017 LEASE REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH BONDS IN
AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $72,000,000, AUTHORIZING THE
DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND
SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS
AND CERTIFICATES AND RELATED ACTIONS
B. RESOLUTION OF BOARD OF DIRECTORS OF THE CHULA VISTA MUNICIPAL FINANCING
AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A SITE
LEASE, LEASE AGREEMENT, INDENTURE, ASSIGNMENT AGREEMENT AND BOND PURCHASE
AGREEMENT IN CONNECTION WITH THE ISSUANCE OF CHULA VISTA MUNICIPAL FINANCING
AUTHORITY 2017 LEASE REVENUE BONDS, AUTHORIZING THE ISSUANCE OF SUCH BONDS
IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $72,000,000, AUTHORIZING THE
DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND
SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS
AND CERTIFICATES AND RELATED ACTIONS
RECOMMENDED ACTION
Council conduct the public hearing, adopt resolution A, and Authority adopt resolution B.
SUMMARY
Voters in the City approved Measure P in November 2016 and the City Council has adopted a
proposed expenditure plan for the infrastructure, facilities and equipment that are proposed to be
funded with Measure P sales tax. The expenditure plan accelerates large-scale projects by financing
those items and allocating a portion of the sales tax generated by Measure P to fund the related debt
service. This action will approve the issuance of Bonds by the Chula Vista Municipal Financing
Authority (“Authority”) to fund approximately $71,000,000 in Measure P projects.
City of Chula Vista Printed on 6/1/2017Page 1 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 123
File#:17-0242, Item#: 12.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the proposed action is not a
“Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a
physical change to the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA
Guidelines the actions proposed are not subject to CEQA.
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
BOARD/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
On November 8, 2016 Chula Vista voters approved Measure P, authorizing a one-half cent sales tax
increase on retail sales within the City for a period of 10 years (“Measure P Sales Tax”). The City
Council adopted a Infrastructure, Facilities and Equipment Expenditure Plan (the “Plan”) on
December 6, 2016 relating to the expenditure of the Measure P Sales Tax. In addition to funding pay-
as-you-go capital items from annual revenue, the Plan accelerates large-scale projects by financing
those items and allocating the Measure P Sales Tax to fund the related debt service. The Plan
proposed for funding infrastructure and equipment that represent one-time expenditures and not
ongoing commitments. Therefore, the Plan focuses on the areas where one-time funds could be
used to address critical deferred maintenance or replacement of city infrastructure improving safety
and reducing risk to the City as well as strengthening the City’s overall financial condition by avoiding
costly emergency repairs or further deterioration of existing failing infrastructure.
The following are the highest priority items for funding under the Plan:
·Pave, maintain and repair neighborhood streets and fix potholes
·Upgrade or replace aging police, fire and 9-1-1 emergency response facilities, vehicles and
equipment
·Replace storm drains to prevent sinkholes
·Upgrade irrigation systems to conserve water and save energy
·Make essential repairs to older libraries, senior center and recreation centers
·Improve Traffic Signal Systems
City of Chula Vista Printed on 6/1/2017Page 2 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 124
File#:17-0242, Item#: 12.
·Repair Sports Fields and Courts and Park Infrastructure
The total expected funding from Measure P Sales Tax is $178 million over the 10 year authorization.
Using a combination of bond proceeds and annual revenue, the City anticipates funding $165
million of infrastructure, facilities and equipment.
The Bonds are being issued to fund approximately $71 million of the identified infrastructure, facilities
and equipment needs shown below:
Infrastructure
Pavement Rehabilitation $15,000,000
Park Infrastructure
Rehabilitation
2,000,000
Sports Fields and Courts
Rehabilitation
7,500,000
New Storm Drains and
Sidewalks
3,500,000
New Traffic Signals 3,000,000
Facilities
2 New Fire Stations 15,000,000
Animal Care Center
Renovation
3,000,000
Civic Center Library
Renovation
1,500,000
Recreation Center/Senior
Center Renovation
3,000,000
Police Headquarters
Repairs
1,000,000
Equipment
New Fire Apparatus and
Vehicles
10,100,000
New Police Vehicles 3,000,000
New Emergency Radios 1,200,000
New Public Works
Vehicles
2,000,000
Total $70,800,000
The Bonds will mature in 10 years, to coincide with the 10 year authorization of Measure P. The
effective interest rate on the Bonds is anticipated to be 2.0% under today’s market conditions. The
debt service on the Bonds will total approximately $79,000,000 over the 10 year authorization of
Measure P. The annual debt payments will be between $7.6 million and $8.2 million, with an average
annual payment of $7.9 million.
Financing Structure
The Bonds will be secured by lease payments payable by the City to the Authority with respect to a
City of Chula Vista Printed on 6/1/2017Page 3 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 125
File#:17-0242, Item#: 12.
The Bonds will be secured by lease payments payable by the City to the Authority with respect to a
lease of various City-owned properties. The leased property includes the South Chula Vista Library,
the Senior Center, the Otay Recreation Center, the Animal Shelter, and a number of parks. The
number of properties subject to the lease for this financing is required to provide sufficient value to
support the amount of the annual lease payments.
Because the Bonds are being sold through the Authority, the City, as the jurisdiction where the
facilities being refinanced are located, is required to hold a public hearing before the Authority may
approve a resolution authorizing the sale of the Bonds. After the public hearing, the City Council must
find that there will be significant public benefit to the City from the issuance and sale of Bonds by the
Authority for the purpose of financing the improvements. “Significant public benefit” includes a
demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond
issuance costs.
Authorization and Sale
In order to authorize the issuance of the Bonds and provide for the lease payments to secure them,
the City Council and the Authority Board have been presented with resolutions for their consideration.
The resolutions approve the form of the following documents in connection with the financing:
1. Indenture between Authority and U.S. Bank (as Trustee);
2. Lease agreement between the City and the Authority;
3. Site lease between the City and the Authority;
4. Continuing disclosure agreement;
5. Assignment agreement between the Authority and the Trustee;
6. Bond purchase agreement between the City, the Authority and J.P. Morgan Securities LLC;
and
7. Preliminary Official Statement
The City and Authority resolutions also approve the distribution of the preliminary official statement
relating to the Bonds and authorize the execution of the Bond Purchase Agreement by the City
Manager or Deputy City Manager and Authority Executive Director or Chief Financial Officer, as well
as provide certain sale parameters. These parameters are: (1) the par amount of the Bonds cannot
exceed $72,000,000, (2) true interest cost cannot exceed 3% and (3) the underwriters’ discount
cannot exceed 0.6% of the par amount of the Bonds.
The preliminary official statement was prepared by staff and the municipal advisor, with input from
theCity’s bond counsel and disclosure counsel. The City Council’s review of the description of the
City and the City’s Financial Information contained in the preliminary official statement is requested
prior to printing in advance of the sale of the Bonds on or about June 15, 2017. Any changes
requested by the City Council will be incorporated into the preliminary official statement as
appropriate prior to its distribution to prospective investors.
The financing team assembled for this financing was approved by the City Council in December 2016
and include the following firms:
City of Chula Vista Printed on 6/1/2017Page 4 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 126
File#:17-0242, Item#: 12.
·Stradling, Yocca, Carlson & Rauth will act as the City’s Bond and Disclosure Counsel.
·Harrell & Company Advisors will serve as the City’s Municipal Advisor
·J. P.Morgan Securities LLC will serve as the City’s Investment Banker providing
Underwriting Services
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site-
specific and consequently, the 500-foot rule found in California Code of Regulations Title 2, section
18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real
property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100,
et seq.).
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the property located at 391 Oxford Street (Fire Station
No. 5) which is one of the subjects of this action. Consequently, this item does not present a
disqualifying real property-related financial conflict of interest under California Code of Regulations
Title 2, section 18702.2(a)(11), for purposes of the Political Reform Act (Cal. Gov’t Code §87100,et
seq.).
Staff is not independently aware, and has not been informed by any City Council/Successor
Agency/Housing Authority member, of any other fact that may constitute a basis for a decision maker
conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. This action supports
the Healthy Community goal by advancing Measure P funds to address much needed public
infrastructure and equipment needs throughout the City. This action supports City Initiative 3.3.1. and
3.3.2. - “Plan, construct, maintain and operate community and neighborhood facilities,” and “Preserve
and restore parks and open space systems through the Asset Management Program.”
CURRENT YEAR FISCAL IMPACT
The estimated costs of issuance associated with this financing, including costs for the underwriting,
bond counsel and financial advisor firms are contingent upon actually selling the bonds and are
payable from the bond proceeds. Costs of issuance are estimated to be $630,000.
ONGOING FISCAL IMPACT
The total annual lease payments are expected to range from $7.6 million to $8.2 million for 10 years.
The lease payments will be funded from the new Measure P sales tax.
ATTACHMENTS
1. Indenture
2. Lease agreement
3. Site lease
4. Continuing disclosure agreement
City of Chula Vista Printed on 6/1/2017Page 5 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 127
File#:17-0242, Item#: 12.
5. Assignment agreement
6. Bond purchase agreement
7. Preliminary Official Statement
Staff Contact:David Bilby, Director of Finance, Finance Department
City of Chula Vista Printed on 6/1/2017Page 6 of 6
powered by Legistar™2017-06-06 Agenda Packet Page 128
CITY COUNCIL
CITY OF CHULA VISTA
RESOLUTION NO. _________
RESOLUTION OF THE CITY OF CHULA VISTA AUTHORIZING THE
EXECUTION AND DELIVERY BY THE CITY OF A SITE LEASE, LEASE
AGREEMENT, INDENTURE, CONTINUING DISCLOSURE AGREEMENT AND
BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE
OF THE CHULA VISTA MUNICIPAL FINANCING AUTHORITY 2017 LEASE
REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $72,000,000,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS
WHEREAS, the City of Chula Vista, California (the “City”) is a municipal corporation and
chartered city duly organized and existing under and pursuant to the Constitution and laws of the
State of California (the “State”);
WHEREAS, the City desires to acquire, construct, equip and install certain capital
improvements related to City buildings and infrastructure and acquire certain equipment as set forth
in the Infrastructure, Facilities and Equipment Expenditure Plan adopted by the City Council on
December 6, 2016 (together, the “Project”);
WHEREAS, the City is a member of the Chula Vista Municipal Financing Authority (the
“Authority”) and the Project is located within the boundaries of the City;
WHEREAS, on the date hereof the City Council held a public hearing regarding the Project
and the proposed financing of the Project by the Authority in accordance with Section 6586.5 of the
Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California
Government Code (the “Act”);
WHEREAS, the City has determined that it would be in the best interests of the City and
residents of the City to authorize the preparation, sale and issuance of the “Chula Vista Municipal
Financing Authority 2017 Lease Revenue Bonds” (the “Bonds”) for the purpose of financing the
Project;
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority 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 Property”), subject to adjustment
as described in Section 2 below) to the Authority, and a Lease Agreement between the City and the
Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Property 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”)
2017-06-06 Agenda Packet Page 129
2
the forms of which documents have been presented to this City Council at the meeting at which this
Resolution is being adopted; and
WHEREAS, there has been delivered to the City an appraisal of the Leased Property (the
“Appraisal”) prepared by Lea & Associates, Inc. regarding the annual fair rental value of the Leased
Property;
WHEREAS, the Bonds will be issued pursuant to the Act;
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds
to J.P. Morgan Securities, LLC (the “Underwriter”);
WHEREAS, the City and the Authority have selected the Underwriter to underwrite and
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 Agreement”) the form of which has
been presented to this City Council at the meeting at which this Resolution is being adopted;
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule
15c2-12”) requires that, in order to be able to purchase or sell the Bonds, the Underwriter must have
reasonably determined that the City has undertaken in a written agreement or contract for the benefit
of the holders of the Bonds to provide disclosure of certain financial information and certain events
on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute
and deliver a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) the form
of which has been presented to this City Council at the meeting at which this Resolution is being
adopted;
WHEREAS, a form of the Preliminary Official Statement for the Bonds (the “Preliminary
Official Statement”) has been prepared and presented to this City Council at the meeting at which
this Resolution is being adopted;
WHEREAS, the City Council has been presented with the form of each document referred to
herein relating to the proposed financing of the Project, and the City Council has examined and
approved each document and desires to authorize and direct the execution of such documents and the
consummation of the financing of the Project; 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 the financing of the Project 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 empowered, pursuant to each and every requirement of law, to consummate the
financing of the Project 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. The City Council hereby
approves the financing described in this Resolution and further finds and determines that having the
Authority assist the City in the financing of the Project through the issuance of the Bonds pursuant to
2017-06-06 Agenda Packet Page 130
3
the Act will result in certain of the significant public benefits to the residents of the City of the types
described in Section 6586(a) through (d), inclusive, of the Act, including, but not limited to,
demonstrable savings in interest rate by issuing lease revenue bonds rather than certificates of
participation and a more efficient delivery of City services to residential and commercial
development in the City from undertaking the Project in a timely fashion.
SECTION 2. The forms of the Site Lease and Lease Agreement, presented to the City
Council at this meeting, are hereby approved, 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/Treasurer of the City (the “Director of Finance”) and
their designees (collectively, 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 Site Lease and
Lease Agreement in substantially said forms, 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 term of the Site Lease
and Lease Agreement shall terminate no later than May 1, 2027 (provided that such term may be
extended as provided therein). The Leased Property to be included in the Lease Agreement and the
Site Lease shall be designated by the City Manager, the Deputy City Manager, or the Director of
Finance/Treasurer, and may include all or a portion of the Leased Property 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 the City Attorney or 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 of the Authorized
Officers. Based on the Appraisal and other information known to the City regarding the public benefits
provided by the Leased Property, the City Council hereby finds and determines that the annual lease
payments and additional payments due in each fiscal year under the Lease Agreement will not exceed the
fair rental value of the Leased Property during any fiscal year.
SECTION 3. The form of Indenture, presented to the City Council at this meeting, 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 $72,000,000, the final maturity date of the Bonds shall be no later than May
1, 2027 and, provided, further, 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 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 Underwriter’s discount (not including any original
issue discount paid by the Underwriter) in excess of 0.6% of the aggregate principal amount of the
Bonds; and provided, further, that the Bond Purchase Agreement shall be executed only if the true
2017-06-06 Agenda Packet Page 131
4
interest cost of the Bonds, as determined by the Municipal Advisor to the City (designated in Section 9
below), does not exceed 3%.
SECTION 5. The issuance by the Authority of not to exceed $72,000,000 aggregate
principal amount of the Bonds, in the principal amounts, bearing interest at the 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, presented to the City Council at
this meeting, with such changes, insertions and omissions therein as may be approved by an
Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement, inclusive
of any such revisions, in connection with the offering and sale of the Bonds is hereby authorized and
approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that
the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final
pricing, rating and related information as permitted by Rule 15c2-12).
SECTION 7. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary Official Statement with such changes,
insertions and omissions as may be approved by an Authorized Officer, such approval to be
conclusively evidenced by the delivery to the Underwriter. The Authorized Officers are each hereby
authorized and directed, for and in the name of and on behalf of the City, to execute the final Official
Statement and any amendment or supplement thereto for and in the name and on behalf of the City.
SECTION 8. The form of Continuing Disclosure Agreement, presented to the City Council
at this meeting, 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
Continuing Disclosure Agreement 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 to the execution and delivery thereof.
SECTION 9. Harrell & Company Advisors, LLC is hereby designated as the Municipal
Advisor to the City and the Authority for the Bonds and Stradling Yocca Carlson & Rauth, a
Professional Corporation is hereby designated as bond counsel and disclosure counsel for the Bonds,
and the Authorized Officers are each hereby authorized and directed, jointly and severally, to execute
any and all contracts for services and other documents necessary to procure the services of such firms
for the execution and delivery of the Bonds.
SECTION 10. The officers, employees and agents of the City are hereby authorized and
directed, jointly and severally, to do any and all things which they may deem necessary or advisable
in order to consummate the transactions herein authorized and otherwise to carry out, give effect to
and comply with the terms and intent of this Resolution, including, but not limited to, the execution
and delivery of agreements terminating any pre-existing leasehold, subleasehold or other interests
with respect to the Leased Property. Anything to the contrary herein notwithstanding, the Director of
Finance/Treasurer, or his designee, is authorized and directed to solicit and accept bids for bond
insurance for the Bonds, provided he determines acceptance of the best bid will be cost effective for
the City, and appropriate changes to each of the documents referenced herein to evidence such bond
insurance and the terms thereof, are hereby authorized and approved. All actions heretofore taken by
2017-06-06 Agenda Packet Page 132
5
the officers, employees and agents of the City with respect to the transactions set forth above are
hereby approved, confirmed and ratified.
SECTION 11. This Resolution shall take effect immediately upon its passage.
2017-06-06 Agenda Packet Page 133
6
PASSED AND ADOPTED this 6th day of June, 2017, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
____________________________________
Mayor
City of Chula Vista
I hereby certify that the foregoing resolution was duly introduced, passed and adopted at the
time and place and by the vote as noted above.
_____________________________________
City Clerk of the City Council
City of Chula Vista
2017-06-06 Agenda Packet Page 134
RESOLUTION NO. ________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
RESOLUTION OF THE BOARD OF DIRECTORS OF THE CHULA VISTA
MUNICIPAL FINANCING AUTHORITY AUTHORIZING THE EXECUTION
AND DELIVERY BY THE AUTHORITY OF A SITE LEASE, LEASE
AGREEMENT, INDENTURE, ASSIGNMENT AGREEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF
CHULA VISTA MUNICIPAL FINANCING AUTHORITY 2017 LEASE
REVENUE BONDS, AUTHORIZING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $72,000,000,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS
WHEREAS, the Chula Vista Municipal Financing Authority (the “Authority”) is a joint
exercise of powers entity duly organized and existing under and by virtue of the laws of the State of
California one of the members of which is the City of Chula Vista, California (the “City”);
WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5,
Division 7, Title 1 of the California Government Code (the “Act”) to issue bonds for the purpose of
assisting local agencies in, among other things, financing or refinancing the cost of public capital
improvements whenever the local agency determines that there are significant public benefits from
such assistance;
WHEREAS, the City has requested assistance from the Authority to finance the acquisition,
construction, equipping and installation of certain capital improvements related to City buildings and
infrastructure and the acquisition of certain equipment by the City as set forth in the Infrastructure,
Facilities and Equipment Expenditure Plan adopted by the City Council of the City on December 6,
2016 (together, the “Project”);
WHEREAS, the City has made a finding that the Project is located within the boundaries of
the City;
WHEREAS, the City has previously held a public hearing on the Project and on the proposed
financing of the Project through the preparation, sale and delivery of the “Chula Vista Municipal
Financing Authority 2017 Lease Revenue Bonds” (the “Bonds”) in accordance with Section 6586.5
of the Act and adopted its resolution approving the Project and the financing and making a finding of
significant public benefit in accordance with the Act;
WHEREAS, the Authority has determined that it is desirable, furthers the public purpose and
will result in significant public benefits to the residents of the City, within the meaning of the Act, to
assist the City in financing the Project;
2017-06-06 Agenda Packet Page 135
2
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority 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 Property”), subject to adjustment
as described in Section 2 below, to the Authority, and a Lease Agreement between the City and the
Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Property 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 documents have been presented to this Board of Directors at the meeting at which
this Resolution is being adopted;
WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in
order to provide, among other things, for the assignment by the Authority to the Trustee, without
recourse, of its right, title and interest in and to the Site Lease and the Lease Agreement as and to the
extent described therein, including its right to receive the Base Rental Payments under the Lease
Agreement;
WHEREAS, the Bonds will be issued pursuant to the Act;
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds
to J.P. Morgan Securities, LLC (the “Underwriter”);
WHEREAS, the City and the Authority have engaged the Underwriter to underwrite and 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 Agreement”);
WHEREAS, a form of the Preliminary Official Statement for the Bonds (the “Preliminary
Official Statement”) has been prepared;
WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been
presented with the form of each document referred to herein, and the Board of Directors has
examined and approved each document and desires to authorize and direct the execution of such
documents and the consummation of the financing of the Project through the preparation, sale and
delivery of the Bonds; 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 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;
NOW, THEREFORE, the Board of Directors of the Chula Vista Municipal Financing
Authority does hereby resolve as follows:
SECTION 1. All of the recitals herein contained are true and correct and the Board of
Directors so finds. The Board of Directors has determined that the City has made a finding that the
Authority’s assistance in financing the Project by the execution and delivery of the Lease Agreement
and related transactions will result in certain of the significant public benefits of the type described in
2017-06-06 Agenda Packet Page 136
3
Section 6586 (a) through (d), inclusive, of the Act, including, but not limited to, demonstrable
savings in interest rate by issuing lease revenue bonds rather than certificates of participation and a
more efficient delivery of City services to residential and commercial development in the City from
undertaking the Project in a timely fashion. The Board of Directors has further determined that the
City has made a finding that the Project will be located within the City.
SECTION 2. The forms of the Lease Agreement and the Site Lease, presented to the Board
of Directors at this meeting, are hereby approved, and each of the Chairman, Vice Chairman,
Executive Director, Chief Financial Officer and Secretary of the Authority, and the Chairman’s
designee (the “Authorized Officers”), acting alone, is authorized and directed to execute and deliver
the Lease Agreement and the Site Lease, respectively, in substantially said forms, 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 term of the Lease Agreement and the Site Lease shall terminate no later than May
1, 2027 (provided that such term may be extended as provided therein). The Leased Property to be
included in the Lease Agreement and the Site Lease shall be designated by the City Manager, the
Deputy City Manager or the Director of Finance/Treasurer and may include all or a portion of the
Leased Property listed in the Lease Agreement and the Site Lease presented to the Board of Directors
at this meeting, 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 the City Attorney or 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 of such officers of the City and one or more of the Authorized
Officers.
SECTION 3. The form of Indenture, presented to the Board of Directors at this meeting, 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 Authority, 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 amount of the Bonds shall
not exceed $72,000,000, the final maturity date of the Bonds shall be no later than May 1, 2027, and
provided, further, 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 issuance of not to exceed $72,000,000 aggregate principal amount of
Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in
the Indenture as finally executed, is hereby authorized and approved.
SECTION 5. The form of Assignment Agreement, presented to the Board of Directors at
this meeting, 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 Authority, to execute and deliver
the Assignment Agreement 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.
SECTION 6. The Bond Purchase Agreement, presented to the Board of Directors at this
meeting, is hereby approved, and each of the Authorized Officers, acting alone, is hereby authorized
and directed, for and in the name of the Authority to execute and deliver the Bond Purchase
2017-06-06 Agenda Packet Page 137
4
Agreement in substantially said form, with such changes, insertions and omissions as the Authorized
Officer executing the same may require or approve, such 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 Underwriter’s discount (not
including any original issue discount paid by the Underwriter) in excess of 0.6% of the aggregate
principal amount of the Bonds; and provided, further, that the Bond Purchase Agreement shall be
executed only if the true interest cost of the Bonds, as determined by the Municipal Advisor
(designated in Section 9 below), does not exceed 3%.
SECTION 7. The form of Preliminary Official Statement, presented to the Board of
Directors at this meeting, with such changes, insertions and omissions therein as may be approved by
an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in
connection with the offering and sale of the Bonds is hereby authorized and approved. The
Authorized Officers are each hereby authorized to make any changes to the form of the Preliminary
Official Statement on file in order to make it accurate as of its date and to certify on behalf of the
Authority that the Preliminary Official Statement, as revised, is deemed final as of its date, within the
meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the
omission of certain final pricing, rating and related information as permitted by such Rule).
The Authorized Officers are each hereby authorized and directed to furnish, or cause to be
furnished, to the Underwriter a reasonable number of copies of the Preliminary Official Statement.
SECTION 8. The preparation and delivery of an Official Statement, and its use in
connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary Official Statement with such changes,
insertions and omissions as may be approved by an Authorized Officer, such approval to be
conclusively evidenced by the delivery thereof to the Underwriter. Each of the Authorized Officers,
acting alone, is hereby authorized and directed, for and in the name of and on behalf of the Authority,
to deliver the final Official Statement, and any amendment or supplement thereto, to the Underwriter
for and in the name and on behalf of the Authority.
SECTION 9. Harrell & Company Advisors, LLC is hereby designated as the Municipal
Advisor to the City and the Authority for the Bonds and Stradling Yocca Carlson & Rauth, a
Professional Corporation is hereby designated as bond counsel and disclosure counsel for the Bonds,
and the Authorized Officers are each hereby authorized and directed, jointly and severally, to execute
any and all contracts for services and other documents necessary to procure the services of such firms
for the execution and delivery of the Bonds.
SECTION 10. The officers and agents of the Authority are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or advisable in order
to consummate the transactions herein authorized and otherwise to carry out, give effect to and
comply with the terms and intent of this Resolution, including, but not limited to, approving the
payment of the costs of issuance of the Bonds and the execution and delivery of agreements
terminating any pre-existing leasehold, subleasehold and other interests with respect to the Leased
Property. Specifically and without limiting the foregoing, any Authorized Officer is authorized and
directed to solicit and accept bids for bond insurance for the Bonds, provided such officer determines
acceptance of the best bid will be cost effective to the Authority, and appropriate changes to each of
the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby
2017-06-06 Agenda Packet Page 138
5
authorized and approved. All actions heretofore taken by the officers and agents of the Authority
with respect to the transactions set forth above are hereby approved, confirmed and ratified.
SECTION 11. This Resolution shall take effect from and after its date of adoption.
2017-06-06 Agenda Packet Page 139
6
ADOPTED AND APPROVED this 6th day of June, 2017, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Chairman
Board of Directors
Chula Vista Municipal Financing Authority
I hereby certify that the foregoing resolution was duly introduced, passed and adopted at the
time and place and by the vote as noted above.
Secretary
Chula Vista Municipal Financing Authority
2017-06-06 Agenda Packet Page 140
Stradling Yocca Carlson & Rauth
Draft of 6/1/17
INDENTURE
by and among
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
and
CITY OF CHULA VISTA
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of July 1, 2017
Relating to
$__________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
2017-06-06 Agenda Packet Page 141
TABLE OF CONTENTS
Page
i
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions.....................................................................................................................2
Section 1.02 Equal Security.............................................................................................................13
ARTICLE II
THE BONDS
Section 2.01 Authorization of Bonds...............................................................................................13
Section 2.02 Terms of 2017 Bonds..................................................................................................13
Section 2.03 Form of 2017 Bonds ...................................................................................................14
Section 2.04 Transfer and Exchange of Bonds................................................................................15
Section 2.05 Registration Books......................................................................................................15
Section 2.06 Execution of Bonds.....................................................................................................15
Section 2.07 Authentication of Bonds.............................................................................................15
Section 2.08 Temporary Bonds........................................................................................................15
Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen...............................................................16
Section 2.10 Book-Entry Bonds ......................................................................................................16
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of 2017 Bonds..............................................................................................18
Section 3.02 Application of Proceeds of the 2017 Bonds................................................................18
Section 3.03 Costs of Issuance Fund ...............................................................................................18
Section 3.04 Conditions for the Issuance of Additional Bonds.......................................................19
Section 3.05 Procedure for the Issuance of Additional Bonds ........................................................20
Section 3.06 Additional Bonds........................................................................................................21
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of 2017 Bonds ........................................................................................21
Section 4.02 Notice of Redemption.................................................................................................21
Section 4.03 Selection of Bonds for Redemption............................................................................22
Section 4.04 Partial Redemption of Bonds......................................................................................22
Section 4.05 Effect of Notice of Redemption..................................................................................22
2017-06-06 Agenda Packet Page 142
TABLE OF CONTENTS
(continued)
Page
ii
ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations........................................................................................23
Section 5.02 Flow of Funds.............................................................................................................23
Section 5.03 Application of Net Insurance Proceeds.......................................................................24
Section 5.04 Title Insurance ............................................................................................................25
Section 5.05 Acquisition and Construction Fund............................................................................26
Section 5.06 Rebate Fund................................................................................................................26
Section 5.07 Investment of Moneys.................................................................................................26
ARTICLE VI
COVENANTS
Section 6.01 Compliance with Agreements.....................................................................................27
Section 6.02 Compliance with Site Lease and Lease Agreement....................................................28
Section 6.03 Observance of Laws and Regulations.........................................................................28
Section 6.04 Other Liens..................................................................................................................28
Section 6.05 Prosecution and Defense of Suits ...............................................................................28
Section 6.06 Accounting Records and Statements...........................................................................28
Section 6.07 Recordation and Filing................................................................................................29
Section 6.08 Tax Covenants ............................................................................................................29
Section 6.09 Continuing Disclosure ................................................................................................29
Section 6.10 Further Assurances......................................................................................................29
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default........................................................................................................30
Section 7.02 Other Remedies of the Trustee....................................................................................30
Section 7.03 Non-Waiver.................................................................................................................30
Section 7.04 Remedies Not Exclusive.............................................................................................31
Section 7.05 No Liability by the Authority to the Owners..............................................................31
Section 7.06 No Liability by the City to the Owners.......................................................................31
Section 7.07 No Liability of the Trustee to the Owners..................................................................31
Section 7.08 Application of Amounts After Default.......................................................................31
Section 7.09 Trustee May Enforce Claims Without Possession of Bonds......................................32
Section 7.10 Limitation on Suits......................................................................................................32
2017-06-06 Agenda Packet Page 143
TABLE OF CONTENTS
(continued)
Page
iii
ARTICLE VIII
THE TRUSTEE
Section 8.01 Employment of the Trustee.........................................................................................32
Section 8.02 Duties, Removal and Resignation of the Trustee........................................................33
Section 8.03 Compensation of the Trustee......................................................................................33
Section 8.04 Protection of the Trustee.............................................................................................34
ARTICLE IX
MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.................................................................36
Section 9.02 Effect of Supplemental Indenture...............................................................................37
Section 9.03 Endorsement of Bonds; Preparation of New Bonds...................................................37
Section 9.04 Amendment of Particular Bonds.................................................................................38
ARTICLE X
DEFEASANCE
Section 10.01 Discharge of Indenture................................................................................................38
Section 10.02 Bonds Deemed To Have Been Paid............................................................................39
Section 10.03 Payment of Bonds After Discharge of Indenture........................................................39
ARTICLE XI
MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties.....................................................................39
Section 11.02 Successor Deemed Included in all References to Predecessor...................................40
Section 11.03 Execution of Documents by Owners ..........................................................................40
Section 11.04 Waiver of Personal Liability.......................................................................................40
Section 11.05 Destruction of Bonds..................................................................................................40
Section 11.06 Funds and Accounts....................................................................................................40
Section 11.07 Article and Section Headings Gender and References...............................................41
Section 11.08 Partial Invalidity..........................................................................................................41
Section 11.09 Disqualified Bonds......................................................................................................41
Section 11.10 Money Held for Particular Bonds...............................................................................41
Section 11.11 Payment on Non-Business Days.................................................................................42
Section 11.12 California Law............................................................................................................42
Section 11.13 Notices........................................................................................................................42
Section 11.14 Notice to Rating Agencies..........................................................................................42
2017-06-06 Agenda Packet Page 144
TABLE OF CONTENTS
(continued)
Page
iv
Section 11.15 Execution in Counterparts...........................................................................................43
Signatures ................................................................................................................................... S-1
EXHIBIT A FORM OF SERIES 2017 BOND .............................................................................A-1
EXHIBIT B DESCRIPTION OF PROJECT.................................................................................B-1
2017-06-06 Agenda Packet Page 145
INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of July 1, 2017, is by
and among the CHULA VISTA MUNICIPAL FINANCING AUTHORITY, a joint exercise of
powers authority duly organized and existing under the laws of the State of California (the
“Authority”), the CITY OF CHULA VISTA, a municipal corporation and a charter city duly
organized and existing under the Constitution and laws of the State of California (the “City”) and
U.S. Bank National Association, a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, as Trustee (the “Trustee”);
WITNESSETH:
WHEREAS, the Authority is a joint powers authority duly organized and existing under and
pursuant to that certain Joint Exercise of Powers Agreement dated as of June 11, 2013, by and
between the City and the Housing Authority of the City of Chula Vista, and under the provisions of
Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the
California Government Code (the “Act”), and is authorized pursuant to the Act, particularly Article 4
thereof, to issue bonds to finance and refinance public capital improvements; and
WHEREAS, the City and the Authority desire to finance the costs of the acquisition,
construction and installation of certain capital improvements constituting public capital
improvements located within the City as described in Exhibit B hereto (the “Project”);
WHEREAS, in order to finance the Project, the City will lease certain real property and the
improvements located thereon (the “Leased Property”) to the Authority pursuant to a Site Lease,
dated as of the date hereof, and the City will sublease the Leased Property back from the Authority
pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”);
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide the funds necessary to finance the Project through the
issuance by the Authority of bonds payable from the base rental payments (the “Base Rental
Payments”) to be made by the City under the Lease Agreement;
WHEREAS, all rights to receive the Base Rental Payments have been assigned without
recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date
hereof, by and between the Authority and the Trustee;
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of
the Chula Vista Municipal Financing Authority 2017 Lease Revenue Bonds (the “2017 Bonds”), in
the aggregate principal amount of $__________, in order to finance the Project;
WHEREAS, the 2017 Bonds will be payable equally and ratably from the Base Rental
Payments and other amounts pledged hereunder;
WHEREAS, the Authority and the City desire to provide for the issuance of additional
bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the
2017 Bonds (the 2017 Bonds and any such Additional Bonds being collectively referred to as the
“Bonds”);
2017-06-06 Agenda Packet Page 146
2
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish
and declare the terms and conditions upon which the Bonds are to be issued and secured and to
secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and
the City have authorized the execution and delivery of this Indenture; and
WHEREAS, the Authority and the City have determined that all acts and proceedings
required by law necessary to make the Bonds, when executed by the Authority, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the
Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes
herein set forth in accordance with its terms, have been done and taken, and the execution and
delivery of the Indenture has been in all respects duly authorized;
NOW THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein and for other valuable consideration, the parties do hereby agree as
follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this
Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the
Bonds and of any bond, opinion, request or other document mentioned herein or therein have the
meanings defined herein, the following definitions to be equally applicable to both the singular and
plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Lease Agreement.
“Acquisition and Construction Fund” means the fund by that name established pursuant to
Section 5.05 hereof.
“Act” means the Marks-Roos Local Bond Pooling Act of 1985, commencing with
Section 6584 of the California Government Code.
“Additional Bonds” means Bonds other than the 2017 Bonds issued hereunder in accordance
with the provisions of Sections 3.04 and 3.05 hereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental
Payments pursuant to Section 3.02 of the Lease Agreement.
“Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by
and between the Authority and the Trustee.
“Authority” means the Chula Vista Municipal Financing Authority, a joint exercise of
powers authority organized under the laws of the State of California, its successors and assigns.
“Authorized Authority Representative” means the President, Vice President, Treasurer,
Executive Director, Chief Financial Officer or Secretary of the Authority, or any other person
authorized to act on behalf of the Authority under or with respect to this Indenture.
2017-06-06 Agenda Packet Page 147
3
“Authorized City Representative” means the City Manager, Deputy City Manager and
Director of Finance/Treasurer of the City or any other person authorized to act on behalf of the City
with respect to the Lease or this Indenture.
“Authorized Denominations” means $5,000 or any integral multiple thereof.
“Base Rental Payment Fund” means the fund by that name established in accordance with
Section 5.02 hereof.
“Base Rental Payments” means all amounts payable to the Authority by the City as Base
Rental Payments pursuant to Section 3.01 of the Lease Agreement.
“Beneficial Owner” means, whenever used with respect to a Book-Entry Bond, the person
whose name i s recorded as the beneficial owner of such Book-Entry Bond or a portion of such Book-
Entry Bond by a Participant on the records of such Participant or such person’s subrogee.
“Bonds” means the 2017 Bonds and any Additional Bonds issued hereunder.
“Bond Year”means each twelve (12) month period extending from May 2 in one calendar
year to May 1 of the succeeding calendar year, both dates inclusive; provided that the first Bond Year
with respect to the Bonds shall commence on the Closing Date and end on May 1, 2018.
“Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of
DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof
pursuant to the terms and provisions of Section 2.10 hereof.
“Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day
on which banking institutions in the State of California, or in any state in which the Office of the
Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day
on which the New York Stock Exchange is closed.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC
with respect to a Series of Book-Entry Bonds.
“City” means the City of Chula Vista, a municipal corporation and a charter city duly
organized and existing under the Constitution and laws of the State of California.
“Closing Date” means July__, 2017.
“Code” means the Internal Revenue Code of 1986, as amended.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as
of the date hereof, executed by the City and Willdan Financial Services, as originally executed and as
it may from time to time be amended in accordance with the provisions thereof.
“Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but
not limited to, all printing and document preparation expenses in connection with this Indenture, the
Lease Agreement, the Site Lease, the Assignment Agreement, the Bonds and any preliminary official
statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service
Bureau charges, market study fees, legal fees and expenses of counsel with the issuance and delivery
2017-06-06 Agenda Packet Page 148
4
of the Bonds, the initial fees and expenses of the Trustee and its counsel, the initial fees and expenses
of any bond insurer, and other fees and expenses incurred in connection with the issuance and
delivery of the Bonds, to the extent such fees and expenses are approved by the City.
“Costs of Issuance Fund” means the fund by that name established in accordance with
Section 3.03 hereof.
“DTC” means The Depository Trust Company, a limited-purpose trust company organized
under the laws of the State of New York, and its successors as securities depository for any Series of
Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof.
“Federal Securities” means (a) direct general obligations of the United States of America
(including obligations issued or held in book entry form on the books of the Department of the
Treasury of the United States of America), and (b) obligations of any agency, department or
instrumentality of the United States of America the timely payment of principal of and interest on
which are fully guaranteed by the United States of America.
“Indenture” means this Indenture, as originally executed and as it may be amended or
supplemented from time to time by any Supplemental Indenture.
“Information Services” means Municipal Securities Rulemaking Board through the
Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other services providing information
with respect to called bonds as the Authority may designate in a Written Certificate of the Authority
delivered to the Trustee.
“Interest Fund” means the fund by that name established in accordance with Section 5.02
hereof.
“Interest Payment Date” means May 1 and November 1 of each year, commencing on
November 1, 2017.
“Lease Agreement” means the Lease Agreement, dated as of the date hereof, by and
between the City and the Authority, as originally executed and as it may be from time to time
amended in accordance with the provisions thereof.
“Leased Property” means the property leased pursuant to the Lease Agreement.
“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing
under the laws of the State of Delaware, its successors and assigns, except that if such corporation
shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s”
shall be deemed to refer to any other nationally recognized securities rating agency selected by the
Authority.
“Net Insurance Proceeds Fund” means the fund by that name established in accordance
with Section 5.03 hereof.
“Office of the Trustee” means the principal corporate trust office of the Trustee in Los
Angeles, California, or such other office as may be specified to the Authority and the City by the
Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of
2017-06-06 Agenda Packet Page 149
5
transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any
particular time, its corporate trust agency shall be conducted as specified to the Authority and the
City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of recognized national standing in
the field of law relating to municipal bonds, appointed and paid by the Authority or the City and
which written opinion is satisfactory to the Trustee.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject
to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated
and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for
cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been
discharged in accordance with Section 10.01 hereof; and
(c) Bonds for the transfer or exchange of or in lieu of or in substitution for which
other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.
“Owner” means, with respect to a Bond, the Person in whose name such Bond is registered
on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in the book-
entry system of maintaining records with respect to Book-Entry Bonds.
“Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure
Agreement.
“Permitted Investments” means any of the following to the extent then permitted by the
general laws of the State of California (provided that the Trustee shall be entitled to rely upon any
investment directions from the City and Authority as conclusive certification to the Trustee that the
investments described therein are so authorized under the laws of the State of California):
(1) (a) Direct obligations (other than an obligation subject to—Variation in
principal repayment) of the United States of America (“United States Treasury Obligations”),
(b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by
the United States of America, (c) obligations fully and unconditionally guaranteed as to timely
payment of principal and interest by any agency or instrumentality of the United States of America
when such obligations are backed by the full faith and credit of the United States of America, or
(d) evidences of ownership of proportionate interests in future interest and principal payments on
obligations described above held by a bank or trust company as custodian, under which the owner of
the investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying government obligations are not available to any person
claiming through the custodian or to whom the custodian may be obligated (collectively “United
States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
2017-06-06 Agenda Packet Page 150
6
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not
backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which
are purchased at prices exceeding their principal amounts)
Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate
Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities
which are purchased at prices exceeding their principal amounts)
-Student Loan Marketing Association (SLMA)
Senior debt obligations (excluded are securities that do not have a fixed par
value and/or whose terms do not promise a fixed dollar amount at maturity
or call date)
-Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits, and bankers’ acceptances
(having maturities of not more than 180 days) of any bank, including the Trustee and its affiliates, the
short-term obligations of which are rated “A-1+” or better by S&P and “P-1” or better by Moody’s.
2017-06-06 Agenda Packet Page 151
7
(5) Deposits the aggregate amount of which are fully insured by the Federal
Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have
capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days)
rated “A-1+” by S&P and “Prime-1” by Moody’s at the time of purchase.
(7) Money market funds rated “AAm” or “AAm-G” or better by S&P and “Aa2”
or better by Moody’s, including such funds for which the Trustee, its affiliates or subsidiaries provide
investment advisory or other management services or for which the Trustee or an affiliate of the
Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that: (i) the Trustee or an affiliate of the Trustee receives fees from
funds for services rendered; (ii) the Trustee collects fees for services rendered pursuant to this
Indenture, which fees are separate from the fees received from such funds; and (iii) services
performed for such funds and pursuant to this Indenture may at times duplicate those provided to
such funds by the Trustee or an affiliate of the Trustee.
(8) Repurchase agreements:
(a) With any domestic bank the long term debt of which is rated “AA” or
better by S&P and “Aa” by Moody’s (so long as an opinion is rendered that the
repurchase agreement is a “repurchase agreement” as defined in the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) and that
such bank is subject to FIRREA), or any foreign bank rated at least “AA” by S&P
and “Aaa” by Moody’s or “AA” by S & P and at least “Aa2” by Moody’s; provided
the term of such repurchase agreement is for one year or less.
(b) With (i) any broker-dealer with “retail customers” which has, or the
parent company of which has, long-term debt rated at least “AA” by S&P and “Aa2”
by Moody’s, which broker-dealer falls under the jurisdiction of the Securities
Investors Protection Corp. (SIPC); provided that:
A. The market value of the collateral is maintained for United
States Treasury Obligations, at the levels shown below under “Collateral
Levels for United States Treasury Obligations”;
B. Failure to maintain the requisite collateral percentage will
require the City or the Trustee to liquidate the collateral;
C. The Trustee, the City or a third party acting solely as agent
therefor (the “Holder of the Collateral”) has possession of the collateral or the
collateral has been transferred to the Holder of the Collateral in accordance
with applicable state and federal laws (other than by means of entries on the
transferor’s books);
D. The repurchase agreement states, and an opinion of counsel is
rendered to the effect, that the Trustee has a perfected first priority security
interest in the collateral, any substituted collateral and all proceeds thereof (in
2017-06-06 Agenda Packet Page 152
8
the case of bearer securities, this means the Holder of the Collateral is in
possession);
E. The transferor represents that the collateral is free and clear of
any third-party liens or claims;
F. An opinion is rendered that the repurchase agreement is a
“repurchase agreement” as defined in the United States Bankruptcy Code;
G. There is or will be a written agreement governing every
repurchase transaction;
H. The City represents that it has no knowledge of any fraud
involved in the repurchase transaction; and
I. The City and the Trustee receive an opinion of counsel (which
opinion shall be addressed to the City and the Trustee) that such repurchase
agreement is legal, valid and binding and enforceable against the provider in
accordance with its terms.
(9) State Obligations
(a) Direct general obligations of any state of the United States or any
subdivision or agency thereof to which is pledged the full faith and credit of a state
the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by
S&P, or better, or any obligation fully and unconditionally guaranteed by any state,
subdivision or agency whose unsecured general obligation debt is so rated.
(b) Direct, general short-term obligations of any state agency or
subdivision described in (a) above and rated “A-1+” by S&P and “Prime-1” by
Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy
Code) of any state, state agency or subdivision described in (a) above and rated “AA”
or better by S&P and “Aa2” or better by Moody’s.
(10) Local Agency Investment Fund.
(11) Investment agreements with a domestic or foreign bank or corporation (other
than a life or property casualty insurance company) the long-term debt of which, or, in the case of a
guaranteed corporation the long-term debt of the guarantor, or in the case of a monoline financial
guaranty insurance company the claims paying ability of the guarantor, is rated at least “AA” by S&P
and “Aa2” by Moody’s; provided, that prior written notice of an investment in the investment
agreement is provided to S&P and, provided, further, by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in
amounts as necessary to pay debt service (or, if the investment agreement is for the
construction fund, construction draws) on the Bonds;
2017-06-06 Agenda Packet Page 153
9
(b) the invested funds are available for withdrawal without penalty or
premium, at any time for purposes identified in this Indenture other than acquisition
of alternative investment property upon not more than seven days prior notice (which
notice may be amended or withdrawn at any time prior to the specified withdrawal
date); provided that the Indenture specifically requires the Trustee or the City to give
notice in accordance with the terms of the investment agreement so as to receive
funds thereunder with no penalty or premium paid;
(c) the investment agreement shall state that it is the unconditional and
general obligation of, and is not subordinated to any other obligation of, the provider
thereof;
(d) a guaranteed rate of interest is to be paid on invested funds and all
future deposits, if any, required to be made to restore the amount of such funds to the
level specified under the Indenture;
(e) the Trustee and the City receive the opinion of domestic counsel
(which opinion shall be addressed to the City) that such investment agreement is
legal, valid and binding and enforceable against the provider in accordance with its
terms and of foreign counsel (if applicable);
(f) the investment agreement shall provide that if during its term (A) the
provider’s or the guarantor’s rating by either Moody’s or S&P is withdrawn or
suspended or falls below “AA” or “Aa2”, respectively, or, with respect to a foreign
bank, below the ratings of such provider at the delivery date of the investment
agreement, the provider must, at the direction of the City or the Trustee (acting at the
direction of the City) within 10 days of receipt of such direction, either
(1) collateralize the investment agreement by delivering or transferring in accordance
with applicable state and federal laws (other than by means of entries on the
provider’s books) to the Trustee, the City or a Holder of the Collateral, United States
Treasury Obligations which are free and clear of any third-party liens or claims at the
Collateral Levels set forth below; or (2) repay the principal of and accrued but unpaid
interest on the investment (the choice of (1) or (2) above shall be that of the City or
Trustee (acting at the direction of the City), as appropriate), and (B) the provider’s or
the guarantor’s rating by either Moody’s or S&P is withdrawn or suspended or falls
below “A” or “A2,” or, with respect to a foreign bank, below “AA” or “Aa2” by S&P
or Moody’s, as appropriate, the provider must, at the direction of the City or the
Trustee (acting at the direction of the City), within 10 days of receipt of such
direction, repay the principal of and accrued but unpaid interest on the investment, in
either case with no penalty or premium to the City or Trustee;
(g) the investment agreement shall state, and an opinion of counsel shall
be rendered to the effect, that the Trustee has a perfected first priority security interest
in the collateral, any substituted collateral and all proceeds thereof (in the case of
bearer securities, this means the Trustee is in possession); and
(h) the investment agreement must provide that if during its term (A) the
provider shall default in its payment obligations, the provider’s obligation under the
investment agreement shall, at the direction of the City or the Trustee, be accelerated
2017-06-06 Agenda Packet Page 154
10
and amounts invested and accrued but unpaid interest thereon shall be repaid to the
City or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay
its debts as they become due, be declared or petition to be declared bankrupt, etc.
(“event of insolvency”), the provider’s obligations shall automatically be accelerated
and amounts invested and accrued but unpaid interest thereon shall be repaid to the
City or Trustee, as appropriate.
(12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by
Moody’s meeting the following requirements:
(a) the municipal obligations are (i) not subject to redemption prior to
maturity or (ii) the trustee for the municipal obligations has been given irrevocable
instructions concerning their call and redemption and the issuer of the municipal
obligations has covenanted not to redeem such municipal obligations other than as set
forth in such instructions;
(b) the municipal obligations are secured by cash or United States
Treasury Obligations which may be applied only to payment of the principal of,
interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations
(plus any cash in the escrow) has been verified by the report of independent certified
public accountants to be sufficient to pay in full all principal of, interest, and
premium, if any, due and to become due on the municipal obligations
(“Verification”);
(d) the cash or United States Treasury Obligations serving as security for
the municipal obligations are held by an escrow agent or trustee in trust for owners of
the municipal obligations; and
(e) no substitution of a United States Treasury Obligation shall be
permitted except with another United States Treasury Obligation and upon delivery
of a new Verification; and
(f) the cash or the United States Treasury Obligations are not available to
satisfy any other claims, including those by or against the trustee or escrow agent.
Collateral Levels For United States Treasury Obligations
Remaining Maturity
Frequency of
Valuation
1 year
or less
5 years
or less
10 years
or less
15 years
or less
30 years
or less
Daily 102 105 106 108 114
Weekly 103 111 112 114 120
Monthly 105 117 120 125 133
Quarterly 107 120 130 133 140
2017-06-06 Agenda Packet Page 155
11
Further Requirements: (a) On each valuation date, the City, or the custodian who shall
confirm to the City and the Trustee, shall value the market value (exclusive of accrued interest) of the
collateral, which market value will be an amount equal to the requisite collateral percentage times the
principal amount of the investment (including unpaid accrued interest thereon) that is being secured,
(b) in the event the collateral level is below its collateral percentage on a valuation date, such
percentage shall be restored within the following restoration periods: one Business Day for daily
valuations, two Business Days for weekly and monthly valuations, and one month for quarterly
valuations (the use of different restoration periods affect the requisite collateral percentage), (c) the
City or the Trustee (acting at the direction of the City) shall terminate the repurchase agreement or
the investment agreement, as the case may be, upon a failure to maintain the requisite collateral
percentage after the restoration period and, if not paid by the counterparty in federal funds against
transfer of the collateral, liquidate the collateral.
The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after
the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal
entity or group of entities, including a governmental entity or any agency or political subdivision
thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02
hereof.
“Project” means the capital improvements related to the City buildings and infrastructure as
set forth in the Infrastructure, Facilities and Equipment Expenditure Plan adopted by the City Council
of the City on December 6, 2016 and any other capital improvements or equipment of the City as set
forth in a Written Certificate of the City.
“Project Costs” means, with respect to any item or portion of the Project, the contract price
paid or to be paid therefor upon acquisition, construction, procurement or improvement thereof, in
accordance with a purchase order or contract therefor. Project Costs include, but are not limited to,
the administrative, engineering, legal, financial and other costs incurred by the City and the Authority
in connection with the acquisition, construction, procurement, remodeling or improvement of the
Project, all applicable sales taxes and other charges resulting from such construction, procurement,
remodeling or improvement of the Project and the costs associated with making rebate calculations
required by the Code. Project Costs shall not include any costs of the City or the Authority to
enforce remedies hereunder or under the Lease Agreement.
“Rebate Fund” means the fund by that name established in accordance with Section 5.06
hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate.
“Record Date” means the fifteenth day of the month next preceding an Interest Payment
Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with
Section 5.02 hereof.
2017-06-06 Agenda Packet Page 156
12
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the
Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of
ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof.
“Rental Payments” means, collectively, the Base Rental Payments and the Additional
Rental Payments.
“Rental Period” means the period from the Closing Date through April 30, 2018 and,
thereafter, the twelve-month period commencing on May 1 of each year during the term of the Lease
Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or
any successor securities depository for any Series of Book-Entry Bonds, in which the Authority
makes certain representations with respect to issues of its securities for deposit by DTC or such
successor depository.
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business,
its successors and assigns, except that if such entity shall no longer perform the functions of a
securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other
nationally recognized securities rating agency selected by the Authority.
“Securities Depositories” means The Depository Trust Company; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other securities
depositories as the Authority may designate in a Written Certificate of the Authority delivered to the
Trustee.
“Series” means the 2017 Bonds executed, authenticated and delivered on the Closing Date
and identified pursuant to this Indenture and any Additional Bonds issued pursuant to a Supplemental
Indenture and identified as a separate Series of Bonds.
“Site Lease” means the Site Lease, dated as of the date hereof, by and between the City and
the Authority, as originally executed and as it may from time to time be amended in accordance with
the provisions thereof and of the Lease Agreement.
“Supplemental Indenture” means any supplemental indenture amendatory of or
supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is
specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the
time of issuance of the 2017 Bonds relating to the requirements of Section 148 of the Code, as
originally executed and as it may from time to time be amended in accordance with the provisions
thereof.
“Trustee” means U.S. Bank National Association, a national banking association duly
organized and existing under and by virtue of the laws of the United States of America, or any
successor thereto as Trustee hereunder, appointed as provided herein.
2017-06-06 Agenda Packet Page 157
13
“2017 Bonds” means the Chula Vista Municipal Financing Authority 2017 Lease Revenue
Bonds issued hereunder.
“Written Certificate of the Authority” and “Written Request of the Authority” mean,
respectively, a written certificate or written request signed in the name of the Authority by an
Authorized Authority Representative. Any such certificate or request may, but need not, be
combined in a single instrument with any other instrument, opinion or representation, and the two or
more so combined shall be read and construed as a single instrument.
“Written Certificate of the City” and “Written Request of the City” mean, respectively, a
written certificate or written request signed in the name of the City by an Authorized City
Representative. Any such certificate or request may, but need, not, be combined in a single
instrument with any other instrument, opinion or representation, and the two or more so combined
shall be read and construed as a single instrument.
Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the
Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the
Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed,
issued and delivered hereunder and then Outstanding to secure the full and final payment of the
principal of, premium, if any, and interest on all Bonds which may from time to time be authorized,
executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and
provisions contained herein; and all agreements and covenants set forth herein to be performed by or
on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and
security of all Owners of the Bonds without distinction, preference or priority as to security or
otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of
authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as
expressly provided herein or therein.
ARTICLE II
THE BONDS
Section 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of
the Bonds under and subject to the terms of this Indenture and applicable laws of the State of
California for the purpose of financing the Project. The Bonds may consist of one or more Series of
Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the
provisions and conditions contained herein.
Section 2.02 Terms of 2017 Bonds.
(a) The 2017 Bonds shall be designated the “Chula Vista Municipal Financing
Authority 2017 Lease Revenue Bonds.” Each Series of Additional Bonds shall bear such additional
designation as may be necessary or appropriate to distinguish such Series from every other Series, of
Bonds.
(b) The 2017 Bonds shall be issued in fully registered form without coupons in
Authorized Denominations, so long as no 2017 Bond shall have more than one maturity date. The
2017 Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount
2017-06-06 Agenda Packet Page 158
14
of $__________ shall mature on May 1 of each year and shall bear interest (calculated on the basis of
a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:
Maturity Date
(May 1)
Principal
Amount
Interest
Rate
(c) Interest on the 2017 Bonds shall be payable from the Interest Payment Date
next preceding the date of authentication thereof unless (i) a 2017 Bond is authenticated on or before
an Interest Payment Date and after the close of business on the preceding Record Date, in which
event it shall bear interest from such Interest Payment Date, (ii) a 2017 Bond is authenticated on or
before the first Record Date, in which event interest thereon shall be payable from the dated date
thereof, or (iii) interest on any 2017 Bond is in default as of the date of authentication thereof, in
which event interest thereon shall be payable from the date to which interest has been paid in full,
payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States
on each Interest Payment Date to the Persons in whose names the ownership of the 2017 Bonds is
registered on the Registration Books at the close of business on the immediately preceding Record
Date, except as provided below. Interest shall be paid by check of the Trustee mailed by first class
mail, postage prepaid, on each Interest Payment Date to the 2017 Bond Owners at their respective
addresses shown on the Registration Books as of the close of business on the preceding Record Date;
provided, however, that the Owner of $1,000,000 or more of Bonds may request payment by wire
transfer to an account within the United States provided to the Trustee on or before the Record Date.
(d) The principal and premium, if any, of the 2017 Bonds shall be payable in
lawful money of the United States of America upon presentation and surrender thereof upon maturity
or earlier redemption at the Office of the Trustee.
(e) The 2017 Bonds shall be subject to redemption as provided in Article IV.
Section 2.03 Form of 2017 Bonds. The 2017 Bonds shall be in substantially the form set
forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as
permitted or required hereby.
2017-06-06 Agenda Packet Page 159
15
Section 2.04 Transfer and Exchange of Bonds. Any Bond may, in accordance with its
terms, be transferred upon the Registration Books by the Person in whose name it is registered, in
person or by his duly authorized attorney, upon surrender of such Bond for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to
the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall
execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series
in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the
Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid
with respect to such transfer.
The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal
amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the
payment by the Bond Owner requesting such exchange of any tax or other governmental charge
required to be paid with respect to such exchange.
The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series
pursuant to this Section during the period established by the Trustee for the selection of Bonds of
such Series for redemption, or with respect to any Bonds of such Series selected for redemption.
Section 2.05 Registration Books. The Trustee will keep or cause to be kept, at the Office
of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which
shall be open to inspection during regular business hours and upon reasonable notice by the City;
and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it
may prescribe, register or transfer or cause to be registered or transferred, on such records, the
ownership of the Bonds as hereinbefore provided.
Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf
of the Authority with the facsimile signature of an Authorized Officer of the Authority attested by the
manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to
the Trustee for authentication by it. In case any of such officers of the Authority who shall have
signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds
so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the
Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such
authentication, delivery and issue, shall be as binding upon the Authority as though those who signed
and attested the same had continued to be such officers of the Authority, and also any Bonds may be
signed and attested on behalf of the Authority by such Persons as at the actual date of execution of
such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds
any such Person shall not have been such officer of the Authority.
Section 2.07 Authentication of Bonds. Only such of the Bonds as shall bear thereon a
certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually
executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this
Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the
Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are
entitled to the benefits of this Indenture.
Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form
exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds
may be printed, lithographed or typewritten, shall be of such authorized denominations as may be
2017-06-06 Agenda Packet Page 160
16
determined by the Authority, shall be in fully registered form without coupons and may contain such
reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond
shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in
substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a
Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as
practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation,
at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such
temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series in
Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled
to the same benefits under this Indenture as definitive Bonds of such Series authenticated and
delivered hereunder.
Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee
shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and
substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so
mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered
to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and
indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall
execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and
Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond
shall have matured or shall have been selected for redemption, instead of issuing a replacement
Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment
by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued
under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any
Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series
alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on
the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any
time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other
Bonds of such Series secured by this Indenture.
Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that
such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of
such Series for each maturity shall be in the form of a separate single fully registered Bond (which
may be typewritten). The 2017 Bonds shall initially be issued as Book-Entry Bonds.
Except as provided in subsection (c) of this Section, the registered Owner of all of the
Book-Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the
contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond
registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-
day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the
Record Date for Cede & Co. in the Registration Books or as otherwise provided in the
Representation Letter.
(b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and
exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the
2017-06-06 Agenda Packet Page 161
17
principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry
Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to
Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds,
obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other
purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the
contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or
through DTC or any Participant, or any other person which is not shown on the Registration Books
as being an Owner, with respect to the accuracy of any records maintained by DTC or any
Participant, the payment by DTC or any Participant of any amount in respect of the principal,
premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or
required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or
any Participant of any person to receive payment in the event of a partial redemption of Book-Entry
Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The
Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only
to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the
Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the
Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of
subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond
for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to
such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for a
Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds,
or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and
delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the
book-entry system with the incumbent securities depository for such Series of Bonds. If the
Authority determines to replace the incumbent securities depository for such Series of Bonds with
another qualified securities depository, the Authority shall prepare or direct the preparation of a new
single, separate fully registered Bond of such Series for the aggregate outstanding principal amount
of Bonds of such Series of each maturity, registered in the name of such successor or substitute
qualified securities depository, or its nominee, or make such other arrangement acceptable to the
Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not
inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified
successor securities depository for such Series of Bonds to replace the incumbent securities
depository, then the Bonds of such Series shall no longer be restricted to being registered in the
Registration Books in the name of the incumbent securities depository or its nominee, but shall be
registered in whatever name or names the incumbent securities depository for such Series of Bonds,
or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee,
a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in
Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form
in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long
as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect
to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices
2017-06-06 Agenda Packet Page 162
18
with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the
Representation Letter.
(e) In connection with any notice or other communication to be provided to
Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee
with respect to any consent or other action to be taken by Owners, the Authority, the City or the
Trustee, as the case may be, shall establish a record date for such consent or other action and give
DTC notice of such record date not less than 15 calendar days in advance of such record date to the
extent possible.
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of 2017 Bonds. The Authority may, at any time, execute the
2017 Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall
authenticate the 2017 Bonds and deliver the 2017 Bonds to the original purchaser thereof upon
receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
Section 3.02 Application of Proceeds of the 2017 Bonds. On the Closing Date, the net
proceeds of the sale of the 2017 Bonds received by the Trustee, $________, shall be deposited by the
Trustee as follows:
(a) The Trustee shall deposit the amount of $______ in the Costs of Issuance
Fund.
(b) The Trustee shall deposit the amount of $___________ in the Acquisition and
Construction Fund.
The Trustee may establish a temporary fund or account in its records to facilitate and record
such deposits and transfer.
Section 3.03 Costs of Issuance Fund. The Trustee shall establish and maintain a separate
fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the
Costs of Issuance Fund the amount specified in Section 3.02(a) hereof. There shall be additionally
deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any
Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to
which such Additional Bonds are issued.
The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from
time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority
stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for
which the obligation was incurred, (d) that such payment is a proper charge against the Costs of
Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the
Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested
thereunder. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the
facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On
December 1, 2017, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn
2017-06-06 Agenda Packet Page 163
19
therefrom by the Trustee and transferred to the Interest Fund and the Costs of Issuance Fund shall be
closed.
Section 3.04 Conditions for the Issuance of Additional Bonds. The Authority may at
any time issue one or more Series of Additional Bonds (in addition to the 2017 Bonds) payable from
Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued
hereunder, but only subject to the following conditions, which are hereby made conditions precedent
to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and
pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify
the following:
(i) The application of the proceeds of the sale of such Additional Bonds;
(ii) The principal amount and designation of such Series of Additional
Bonds and the denomination or denominations of the Additional Bonds;
(iii) The date, the maturity date or dates, the interest payment dates and
the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional
Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be
payable as to principal annually on May 1 of each year in which principal falls due, and the term
Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on
May 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and
November 1 of each year, except that the first installment of interest may be payable on either May 1
or November 1 and shall be for a period of not longer than twelve months and the interest shall be
payable thereafter semiannually on May 1 and November 1, (iii) all Additional Bonds of a Series of
like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial
maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any
combination thereof, shall be established to provide for the redemption or payment of such
Additional Bonds on or before their respective maturity dates;
(iv) The redemption premiums and terms, if any, for such Additional
Bonds;
(v) The form of such Additional Bonds;
(vi) If a separate reserve account is to be maintained for such Series of
Additional Bonds, the applicable reserve requirement and the amount, if any, to be deposited from
the proceeds of sale of such Additional Bonds in a separate account to be held as separate security for
such Series of Additional Bonds;
(vii) Designate accounts in the Interest Fund, the Principal Fund, the
Redemption Fund and the Rebate Fund (if any) to be applicable to such Additional Bonds; and
(viii) Such other provisions that are appropriate or necessary and are not
inconsistent with the provisions hereof;
2017-06-06 Agenda Packet Page 164
20
(b) The Authority shall be in compliance with all agreements, conditions,
covenants and terms contained herein, in the Lease Agreement and in the Site Lease required to be
observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions,
covenants and terms contained herein, in the Lease Agreement and in the Site Lease required to be
observed or performed by it; and
(d) The Site Lease shall have been amended, to the extent necessary, and the
Lease Agreement shall have been amended so as to increase the Base Rental Payments payable by
the City thereunder by an aggregate amount equal to the principal of and interest on such Additional
Bonds, payable at such times and in such manner as may be necessary to provide for the payment of
the principal of and interest on such Additional Bonds; provided, however, that no such amendment
shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental
Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period
shall be in excess of the annual fair rental value of the Leased Property after taking into account the
use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the
satisfaction of such condition shall be made by a Written Certificate of the City).
Nothing contained herein shall limit the issuance of any bonds or other obligations payable
from Base Rental Payments if, after the issuance and delivery of such certificates or other
obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Section 3.05 Procedure for the Issuance of Additional Bonds. At any time after the sale
of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the
Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be
authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issuance of
such Additional Bonds, the amendment to the Lease Agreement required by Section 3.04 hereof and
the amendment to the Site Lease, if any, required by Section 3.04 hereof, together with satisfactory
evidence that such amendment to the Lease Agreement and such amendment to the Site Lease, if
any, have been duly recorded;
(b) A Written Request of the Authority as to the delivery of such Additional
Bonds;
(c) An opinion of Bond Counsel substantially to the effect that (i) the Indenture
(including all Supplemental Indentures), the Lease Agreement (including the amendment thereto
required by Section 3.04 hereof) and the Site Lease (including any amendment thereto required by
Section 3.04 hereof) have been duly authorized, executed and delivered by, and constitute the valid
and binding obligations of, the Authority and the City, enforceable in accordance with their terms
(except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights and by the application of equitable principles and by the
exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies
against political subdivisions in the State of California), (ii) such Additional Bonds constitute valid
and binding special obligations of the Authority payable solely from Base Rental Payments as
provided herein and are enforceable in accordance with their terms (except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
2017-06-06 Agenda Packet Page 165
21
creditors’ rights and by the application of equitable principles and by the exercise of judicial
discretion in appropriate cases and subject to the limitations on legal remedies against political
subdivisions in the State of California), and (iii) the issuance of such Additional Bonds, in and of
itself, will not adversely affect the exclusion of interest on any tax-exempt Bonds Outstanding prior
to the issuance of such Additional Bonds from gross income for federal income tax purposes;
(d) a Written Certificate of the Authority that the requirements of Section 3.04
hereof have been met;
(e) a Written Certificate of the City that the requirements of Section 3.04 hereof
and Sections 5.01 and 5.02 of the Lease Agreement have been met, and a Written Certificate of the
City as to the fair rental value of the Leased Property, after giving effect to the execution and
delivery of the Additional Bonds, and to the use of proceeds received therefrom; and
(f) Such further documents as are required by the provisions hereof or by the
provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.
Section 3.06 Additional Bonds. So long as any of the Bonds remain Outstanding, the
Authority shall not issue any Additional Bonds or obligations payable from the Base Rental
Payments, except pursuant to Sections 3.04 and 3.05 hereof.
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of 2017 Bonds.
(a) Extraordinary Redemption. The 2017 Bonds shall be subject to redemption,
in whole or in part, on any date, in Authorized Denominations, from and to the extent of any Net
Insurance Proceeds received with respect to all or a portion of the Leased Property, deposited by the
Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, at a Redemption Price
equal to the principal amount of the 2017 Bonds to be redeemed, plus accrued interest thereon to the
date of redemption, without premium.
(b) Optional Redemption. The 2017 Bonds maturing on or after May 1, 20__,
shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20__, in
Authorized Denominations, from any source of funds provided to the Trustee, including prepaid Base
Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a
Redemption Price equal to the principal amount of the 2017 Bonds to be redeemed, plus accrued
interest thereon to the date of redemption, without premium.
Section 4.02 Notice of Redemption. The Trustee on behalf and at the expense of the
Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any
Bonds designated for redemption at their respective addresses appearing on the Registration Books,
and to the Securities Depositories and to one or more Information Services, at least 30 but not more
than 60 days prior to the date fixed for redemption; provided, however, so long as all the Bonds of a
Series are Book-Entry Bonds, such notice shall be provided to DTC and its nominee in the manner
provided by DTC in its procedures. Such notice shall state the date of the notice, the redemption
date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the
2017-06-06 Agenda Packet Page 166
22
Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds
of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such
Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price,
giving notice also that further interest on such Bonds will not accrue from and after the date fixed for
redemption. Such notice may state that such redemption is conditioned upon sufficient funds being
on deposit on the redemption date to redeem the Bonds so called for redemption. Such notice of
redemption may also state that no representation is made as to the accuracy or correctness of the
CUSIP numbers printed therein or on the Bonds. Neither the failure to receive any notice so mailed,
nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the
Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.
Any notice of optional redemption of the Bonds may state that such optional redemption shall
be conditioned upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of
moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed
and upon other conditions set forth therein and that, if such money shall not have been so received
and such other conditions shall not have been satisfied, said notice shall be of no force and effect and
the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption
notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i)
the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to
redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a
reasonable time thereafter, give notice to the persons in the manner in which the conditional
redemption notice was given that such condition or conditions were not met and that the redemption
was canceled. None of the Authority, the City or the Trustee shall have any liability to the Owners or
any other party related to or arising from a cancellation of an optional redemption.
Section 4.03 Selection of Bonds for Redemption. Whenever provision is made in this
Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be
redeemed from all Bonds not previously called for redemption (a) with respect to any optional
redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written
Request of the Authority, (b) with respect to any redemption pursuant to Section 4.01(a) hereof and
the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are
issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and
(c) with respect to any other redemption of Additional Bonds, among maturities as provided in the
Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among
Bonds of the same Series with the same maturity in any manner which the Trustee in its sole
discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed
to be comprised of separate $5,000 denominations and such separate denominations shall be treated
as separate Bonds which may be separately redeemed.
Section 4.04 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in
part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner
thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized
denominations equal in aggregate principal amount representing the unredeemed portion of the
Bonds surrendered.
Section 4.05 Effect of Notice of Redemption. Notice having been given in accordance
with Section 4.02, and moneys for the Redemption Price, and the interest to the applicable date fixed
for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and
payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said
2017-06-06 Agenda Packet Page 167
23
Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to
said date.
If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be
redeemed, together with interest to said date, shall be held by the Trustee so as to be available
therefor on such date, and, if notice of redemption thereof shall have been sent as aforesaid and not
canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become
payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in
trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners
for interest thereon.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof
shall be canceled upon surrender thereof and destroyed.
ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture
permitting the application thereof for the purposes and on the terms and conditions set forth herein,
all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds)
held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption
Fund are hereby pledged to secure the payment of the principal of, premium, if any, and interest on
the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge
shall constitute a first lien on such assets.
All obligations of the Authority under this Indenture shall be special obligations of the
Authority, payable solely from Rental Payments and the other assets pledged therefor hereunder;
provided, however, that all obligations of the Authority under the Bonds shall be special obligations
of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor
hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State of
California, or any political subdivision thereof, is pledged to the payment of the Bonds.
Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base
Rental Payment Fund,” the “Interest Fund,” the “Principal Fund” and the “Redemption Fund.” If
Additional Bonds are issued, the Trustee shall establish subaccounts within each fund for each Series
of Additional Bonds.
All Base Rental Payments shall be paid directly by the City to the Trustee, and if
received by the Authority at any time shall be transferred by the Authority with the Trustee within
one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall
be deposited by the Trustee in the Base Rental Payment Fund.
2017-06-06 Agenda Packet Page 168
24
(b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment
Fund, at the times and in the manner hereinafter provided, to the following respective funds:
(1) Interest Fund. On the Business Day immediately preceding each
Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest
Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to
the interest due on the Bonds on such Interest Payment Date. Moneys in the Interest Fund shall be
used by the Trustee to pay interest due on the Bonds on each Interest Payment Date.
(2) Principal Fund. On the Business Day immediately preceding each
May 1, commencing May 1, 2018, the Trustee shall transfer from the Base Rental Payment Fund to
the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund
to be equal to the principal amount of the Bonds due on such May 1 either as a result of the maturity
thereof or mandatory sinking fund redemption payments required to be made with respect thereto.
Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of
the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund
redemption.
(3) Redemption Fund. The Trustee, on the redemption date specified in
the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental
Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption
Fund that amount of moneys representing the portion of the Base Rental Payments designated as
prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any
amounts required to be deposited therein pursuant to Section 5.03 or Section 5.04 hereof. Moneys in
the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and
interest and premium, if any, on 2017 Bonds redeemed pursuant to the provisions of subsections (a)
and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding
provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.
Section 5.03 Application of Net Insurance Proceeds. If the Leased Property or any
portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the
City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be
prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Leased
Property or the affected portion thereof in accordance with the provisions hereof.
The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption
insurance which shall be deposited to the Base Rental Payment Fund), including the proceeds of any
self-insurance, received on account of any damage or destruction of the Leased Property or a portion
thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in the “Net
Insurance Proceeds Fund” which the Trustee shall establish upon receipt of any Net Insurance
Proceeds and made available for and, to the extent necessary, shall be applied to the cost of repair or
replacement of the Leased Property or the affected portion thereof upon receipt of a Written Request
of the City, together with invoices therefor. Pending such application, such proceeds may be
invested by the Trustee as directed by the City in Permitted Investments that mature not later than
such times moneys are expected to be needed to pay such costs of repair or replacement.
Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event
of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or
repair the Leased Property or the portions of the Leased Property which were damaged or destroyed.
2017-06-06 Agenda Packet Page 169
25
If the City does intend to replace or repair the Leased Property or portions thereof, the City shall
deposit with the Trustee the full amount of any insurance deductible to be credited to the special
account.
In the event of any damage to or destruction of the Leased Property caused by one of the
perils covered by the insurance required by Section 5.01(c) of the Lease Agreement which would
result in an abatement of rental payments or any portion thereof pursuant to Section 3.06 thereof,
then the City shall direct the Trustee in writing to apply the Net Insurance Proceeds (other than Net
Insurance Proceeds of rental interruption insurance), together with other legally available funds that
the City elects to contribute, to the repair, reconstruction or replacement of the damaged or destroyed
portions of the Leased Property; provided, however, that the City shall not be required to repair or
replace any portion of the Leased Property pursuant to this Section 5.03 if such Net Insurance
Proceeds, together with any other amounts held under this Indenture and any other legally available
funds made available by the City at its election, are sufficient to prepay (i) all of the Outstanding
Bonds, or (ii) a portion of the Outstanding Bonds under Section 4.01(a) such that the resulting Base
Rental Payments in any Rental Period following such partial prepayment are sufficient to pay in such
Rental Period the principal of and interest on all Bonds to remain Outstanding immediately after such
partial redemption. If the City is not required to replace or repair the Leased Property, or the affected
portion thereof, or to use such amounts to redeem Bonds, in each case as set forth in this Section
5.03, then such proceeds (and rental interruption insurance proceeds not applied pursuant to the next
paragraph) shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect
that the annual fair rental value of the Leased Property after such damage or destruction, and after
any repairs or replacements made as a result of such damage or destruction, is at least equal to 100%
of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the
then current Rental Period or any subsequent Rental Period and the fair replacement value of the
Leased Property after such damage or destruction is at least equal to the principal amount of the
Outstanding Bonds, be paid to the City to be used for any lawful purpose.
Proceeds of rental interruption insurance shall be deposited to the Base Rental Payment Fund
and be applied to the payment of the principal and interest due on the Bonds to the extent of any
abatement of Base Rental Payments pursuant to the Lease Agreement, and otherwise as directed in
writing by the City.
The proceeds of any award in eminent domain received in respect to the Leased Property
shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds
pursuant to subsection (a) of Section 4.01 hereof and the corresponding provisions of any
Supplemental Indenture pursuant to which Additional Bonds are issued.
Section 5.04 Title Insurance. Proceeds of any policy of title insurance received by the
Trustee in respect of the Leased Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not
substantially interfered with its use and occupancy of the Leased Property and will not result in an
abatement of Rental Payments payable by the City under the Lease Agreement, upon written
direction of the City such proceeds shall be remitted to the City and used for any lawful purpose
thereof; or
(b) if the City determines that the title defect giving rise to such proceeds has
substantially interfered with its use and occupancy of the Leased Property and will result in an
2017-06-06 Agenda Packet Page 170
26
abatement of Rental Payments payable by the City under the Lease Agreement, then upon written
direction of the City the Trustee shall deposit such proceeds in the Redemption Fund and such
proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of
Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to
which Additional Bonds are issued.
Section 5.05 Acquisition and Construction Fund. The Trustee shall establish and
maintain a separate fund designated the “Acquisition and Construction Fund.” On the Closing Date
there shall be deposited in the Acquisition and Construction Fund the amount specified in Section
3.02(b) hereof. The moneys in the Acquisition and Construction Fund shall be used and withdrawn
by the Trustee from time to time to pay the Project Costs upon submission of a Written Request of
the City stating (i) the payee to whom payment is to be made, (ii) the amount to be paid, (iii) the
purpose for which the obligation was incurred, (iv) that such payment constitutes a proper charge
against the Acquisition and Construction Fund, and (v) that such amounts have not been the subject
of a prior disbursement from the Acquisition and Construction Fund, in each case together with a
statement or invoice for each amount requested thereunder. The Trustee shall rely conclusively on
such Written Request of the City and shall have no duty to investigate or verify any statements made
therein.
Upon the filing of a Written Certificate of the City stating that the Project has been completed
and all costs relating to the Project have been paid, the Trustee shall transfer the amount, if any,
remaining in the Acquisition and Construction Fund to the Base Rental Payment Fund to be used for
the purposes thereof and the Acquisition and Construction Fund shall be closed.
Section 5.06 Rebate Fund.
(a) The Trustee shall establish and maintain a special fund designated the
“Rebate Fund.” There shall be deposited in the Rebate Fund such amounts as are required to be
deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Authority.
All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent
required to satisfy the Rebate Requirement, for payment to the United States of America.
Notwithstanding defeasance of the Bonds pursuant to Article X hereof or anything to the contrary
contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be
governed exclusively by this Section and by the Tax Certificate (which is incorporated herein by
reference). The Trustee shall be deemed conclusively to have complied with such provisions if it
follows the written directions of the Authority, and shall have no liability or responsibility to enforce
compliance by the Authority with the terms of the Tax Certificate. The Trustee may conclusively
rely upon the Authority’s determinations, calculations and certifications required by the Tax
Certificate. The Trustee shall have no responsibility to independently make any calculation or
determination or to review the Authority’s calculations.
(b) Any funds remaining in the Rebate Fund after payment in full of all of the
Bonds and after payment of any amounts described in this Section, shall be withdrawn by the Trustee
and remitted to the Authority.
Section 5.07 Investment of Moneys. Except as otherwise provided herein, all moneys in
any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be
invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority.
Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments
2017-06-06 Agenda Packet Page 171
27
maturing not later than the date on which it is estimated that such moneys will be required for the
purposes specified in this Indenture. Absent timely written direction from the Authority, the Trustee
shall hold any funds held by it in Permitted Investments of the type described in paragraph (7) of
such definition.
Subject to the provisions of Section 5.07 hereof, all interest, profits and other income
received from the investment of moneys in any fund or account established pursuant to this Indenture
shall be retained in such fund or account.
Permitted Investments acquired as an investment of moneys in any fund established under
this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund,
all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value
thereof, such valuation to be performed not less frequently than semiannually on or before each April
15 and October 15. In determining fair market value, the Trustee may use and rely conclusively on
any generally recognized securities pricing service available to it (including brokers and dealers in
securities).
The Trustee may act as principal or agent in the making or disposing of any investment.
Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any
Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any
required payment, transfer, withdrawal or disbursement from the fund to which such Permitted
Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from
any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may
commingle moneys in any of the funds and accounts established hereunder.
The Trustee may make any investments hereunder through the bond or investment
department or trust investment department of the entity acting as Trustee hereunder, or those of such
entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled
to its normal, customary and reasonable compensation for such services.
The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or
manager in connection with any investments made by the Trustee hereunder and such entity, or its
affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for
such services.
The Authority and the City acknowledge that, to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Authority and the City the right to receive
brokerage confirmations of security transactions as they occur, at no additional cost, the Authority
and the City specifically waive receipt of such confirmations to the extent permitted by law.
ARTICLE VI
COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver
any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and
the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply
with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required
to be complied with, kept, observed and performed by them.
2017-06-06 Agenda Packet Page 172
28
Section 6.02 Compliance with Site Lease and Lease Agreement. The Authority and the
City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants
and terms contained in the Site Lease and the Lease Agreement required to be complied with, kept,
observed and performed by them and, together with the Trustee, will enforce the Site Lease and the
Lease Agreement against the other party thereto in accordance with their respective terms.
Section 6.03 Observance of Laws and Regulations. The Authority, the City and the
Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or
regulations now or hereafter imposed on them by contract, or prescribed by any law of the United
States of America or of the State of California, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right
or privilege now owned or hereafter acquired by them, including their right to exist and carry on their
respective businesses, to the end that such franchises, rights and privileges shall be maintained and
preserved and shall not become abandoned, forfeited or in any manner impaired.
Section 6.04 Other Liens. The City will keep the Leased Property and all parts thereof
free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands,
encumbrances and, except as to Permitted Encumbrances, other liens of whatever nature or character,
and free from any claim or liability which materially impairs the City in conducting its business or
utilizing the Leased Property, and the Trustee at its option (after first giving the City ten days’
written notice to comply therewith and failure of the City to so comply within such ten-day period)
may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or
compromise any claim or demand asserted in any such actions or proceedings; provided, however,
that, in defending against any such actions or proceedings or in paying or compromising any such
claims or demands, the Trustee shall not in any event be deemed to have waived or released the City
from liability for or on account of any of its agreements and covenants contained herein, or from its
liability hereunder and to perform such agreements and covenants.
So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall
create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or
accounts created hereunder, other than the pledge and lien hereof.
The Authority, the City and the Trustee shall not encumber the Leased Property other than in
accordance with the Site Lease, the Lease Agreement, the Indenture and the Assignment Agreement.
Section 6.05 Prosecution and Defense of Suits. The City will promptly, upon request of
the T rustee (which request the Trustee is not required to make), take such action from time to time as
may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Leased
Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions,
suits or other proceedings as may be appropriate for such purpose and will indemnify and save the
Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses,
which it or the Owners may incur by reason of any such cloud, defect, action, suit or other
proceeding.
Section 6.06 Accounting Records and Statements. The Trustee will keep proper
accounting records in which complete and correct entries shall be made of all transactions made by
the Trustee relating to the receipt, deposit and disbursement of the Base Rental Payments, and such
accounting records shall be available for inspection by the Authority and the City at reasonable hours
and under reasonable conditions upon reasonable prior notice.
2017-06-06 Agenda Packet Page 173
29
Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with
the San Diego County Recorder, the Lease Agreement, the Site Lease and the Assignment
Agreement, or memoranda thereof.
Section 6.08 Tax Covenants.
(a) Neither the Authority nor the City will take any action, or fail to take any
action, if such action or failure to take such action would adversely affect the exclusion from gross
income of interest on any tax-exempt Bonds under Section 103 of the Code. Without limiting the
generality of the foregoing, the Authority and the City will comply with the requirements of the Tax
Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive
payment in full or defeasance of the Bonds.
(b) In the event that at any time the Authority is of the opinion that for purposes
of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys
held by the Trustee in any of the funds or accounts established hereunder, the Authority shall so
instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in
accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the Authority shall provide
to the Trustee an Opinion of Counsel to the effect that any specified action required under this
Section is no longer required or that some further or different action is required to maintain the
exclusion from federal income tax of interest on the Bonds, the Trustee may conclusively rely on
such opinion in complying with the requirements of this Section and of the Tax Certificate, and the
covenants hereunder shall be deemed to be modified to that extent.
Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the
provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this
Indenture, failure of the City to comply with the Continuing Disclosure Agreement shall not
constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written
direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal
amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor,
shall) or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary
and appropriate to compel performance, including seeking mandate or specific performance by court
order.
Section 6.10 Further Assurances. Whenever and so often as requested to do so by the
Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and
delivered all such other and further assurances, documents or instruments and promptly do or cause
to be done all such other and further things as may be necessary or reasonably required in order to
further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and
rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Site
Lease or the Lease Agreement.
2017-06-06 Agenda Packet Page 174
30
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VI
of the Lease Agreement) shall happen, then such event of default shall constitute an event of default
hereunder. The Trustee shall give notice, as assignee of the Authority, of an event of default under
the Lease Agreement to the City. In each and every case during the continuance of an event of
default, the Trustee may, and upon being indemnified to its reasonable satisfaction therefor, shall,
upon notice in writing to the City and the Authority, exercise any of the remedies granted to the
Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may
appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement
or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by
the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement or for the enforcement of any other legal or equitable
right, including any one or more of the remedies set forth in Section 7.02 hereof.
Section 7.02 Other Remedies of the Trustee. Subject to the provisions of Section 7.01
hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to
enforce its rights against the Authority or the City or any member, director, officer or employee
thereof, and to compel the Authority or the City or any such member, director, officer or employee to
perform or carry out its or his or her duties under law and the agreements and covenants required to
be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the
rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to
require the Authority and the City to account as the trustee of an express trust.
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition
affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect
of the claim of any Owner in any such proceeding without the approval of the Owners so affected.
Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the
Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or
remedies on any such subsequent default or breach of duty or contract. No delay or omission by the
Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall
impair any such right or remedy or shall be construed to be a waiver of any such default or breach of
duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by
law or by this Article may be enforced and exercised from time to time and as often the Trustee shall
deem expedient.
If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned
or determined adversely to the Trustee or any Owner, then subject to any adverse determination, the
2017-06-06 Agenda Packet Page 175
31
Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and
remedies as if such action, proceeding or suit had not been brought or taken.
Section 7.04 Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof,
no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other
remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be
exercised without exhausting and without regard to any other remedy conferred by any law. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.
Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided
herein, the Authority shall not have any obligation or liability to the Owners with respect to the
payment when due of the Base Rental Payments by the City, or with respect to the performance by
the City of the other agreements and covenants required to be performed by it contained in the Lease
Agreement or herein, or with respect to the performance by the Trustee of any right or obligation
required to be performed by it contained herein.
Section 7.06 No Liability by the City to the Owners. Except for the payment when due
of the Base Rental Payments and the performance of the other agreements and covenants required to
be performed by it contained in the Lease Agreement, the Site Lease or herein, the City shall not
have any obligation or liability to the Owners with respect to the Trust Indenture or the preparation,
execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the
Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation
required to be performed by it contained herein.
Section 7.07 No Liability of the Trustee to the Owners. Except as expressly provided
herein, the Trustee shall not have any obligation or liability to the Owners with respect to the
payment when due of the Base Rental Payments by the City, or with respect to the performance by
the Authority or the City of the other agreements and covenants required to be performed by them
contained in the Lease Agreement, the Site Lease or herein.
Section 7.08 Application of Amounts After Default. All payments received by the
Trustee with respect to the rental of the Leased Property after a default by the City pursuant to
Article VI of the Lease Agreement (including, without limitation, any proceeds received in
connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Site
Lease), and all damages or other payments received by the Trustee for the enforcement of any rights
and powers of the Trustee under Article VI of the Lease Agreement, shall be deposited into the Base
Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held
hereunder (except funds in the Rebate Fund) in the following order of priority:
(a) to the payment of all amounts due the Trustee under Article VIII hereof;
(b) to the payment of all amounts then due for interest on the Bonds, in respect of
which, or for the benefit of which, money has been collected (other than Bonds which have become
payable prior to such event of default and money for the payment of which is held by the Trustee),
ratably without preference or priority of any kind, according to the amounts of interest on such Bonds
due and payable; and
2017-06-06 Agenda Packet Page 176
32
(c) to the payment of all amounts then due for principal of the Bonds, in respect
of which, or for the benefit of which, money has been collected (other than Bonds which have
become payable prior to such event of default and money for the payment of which is held by the
Trustee), ratably without preference or priority of any kind, according to the amounts of principal of
such Bonds due and payable.
Section 7.09 Trustee May Enforce Claims Without Possession of Bonds. All rights of
action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee
without the possession of any of the Bonds or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Owners in respect of which such judgment has been
recovered.
Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a
receiver or Trustee, or for any other remedy hereunder, unless (a) such Owner shall have previously
given written notice to the Trustee of a continuing event of default, (b) the Owners of not less than
25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such event of default in its own name as Trustee
hereunder, (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such proceedings, and (e) no direction inconsistent with
such written request shall have been given to the Trustee during such 60 day period by the Owners of
a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and
intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other
Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enforce any
right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all the Owners.
ARTICLE VIII
THE TRUSTEE
Section 8.01 Employment of the Trustee. The Authority hereby appoints and employs
the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and
transfer the Bonds and to perform the other functions contained herein, all in the manner provided
herein and subject to the conditions and terms hereof. By executing and delivering this Indenture,
the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights
and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other
than when an event of default has occurred and is continuing, the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. In case an event of default has
occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. The Trustee hereby
2017-06-06 Agenda Packet Page 177
33
covenants and agrees that it will not encumber the Leased Property, other than Permitted
Encumbrances.
Section 8.02 Duties, Removal and Resignation of the Trustee. The Authority may, by
an instrument in writing, remove the Trustee initially a party hereto and any successor thereto unless
an event of default shall have occurred and then be continuing, and, shall remove the Trustee initially
a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or
concurrent instruments in writing signed by the Owners of a majority of the aggregate principal
amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing), or (b) the
Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a
successor Trustee. The Trustee and any successor Trustee shall be: (i) a national banking association
in good standing authorized to exercise trust powers or having the powers of a trust company and
duly authorized to exercise trust powers within the State having a combined capital and surplus of at
least $250,000,000, and subject to supervision or examination by federal or state authority, or (ii) a
state-chartered commercial bank that is a member of the Federal Reserve System having at least
$1,000,000,000 of assets. If such entity publishes a report of condition at least annually, pursuant to
law or to the requirements of any supervising or examining authority above referred to, then for the
purposes of this Section the combined capital and surplus of such entity shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.
The Trustee may at any time resign by giving written notice of such resignation to the
Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation
to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of
resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing;
provided, however, that in the event the Authority does not appoint a successor Trustee within
30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of
the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any
resignation or removal of a Trustee and appointment of a successor Trustee shall become effective
only upon acceptance of appointment by the successor Trustee.
Any corporation, association or agency into which the Trustee may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such
entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and
become successor trustee under this Indenture and vested with all the trusts, powers, discretions,
immunities, privileges and all other matters as was its predecessor, without the execution or filing of
any instrument or any further act, deed or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 8.03 Compensation of the Trustee. The City shall from time to time, subject to
any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for
all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and
expenditures (which shall not include “overhead expenses” except as such expenses are included as a
component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to
and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other
experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys
retained by the Trustee, employed by it in the exercise and performance of its rights and obligations
2017-06-06 Agenda Packet Page 178
34
hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against
the Authority or the City.
The City shall, to the extent permitted by law, indemnify and save the Trustee harmless
against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur
in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in
connection with any document or transaction contemplated hereunder or thereunder, including the
enforcement of any remedies and the defense of any suit, and which are not due to its negligence or
its misconduct. The duty of the City to indemnify the Trustee shall survive the termination and
discharge of this Indenture and the earlier removal or resignation of the Trustee.
No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers hereunder.
Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first
lien with right of payment prior to payment on account of principal of and premium, if any, and
interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by
it. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default,
such expenses and the compensation for such services are intended to constitute expenses of
administration under any federal or state bankruptcy, insolvency, arrangement, moratorium,
reorganization or other debtor relief law.
Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no
liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice,
request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document
which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by
the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to
make any investigation or inquiry as to any statements contained or matters referred to in any such
instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy
of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to
this Indenture, unless such Owners shall have offered to the Trustee security or indemnity,
reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction. The Trustee may consult with
counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect to any
action taken or suffered by it hereunder in good faith in accordance therewith.
The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement,
or of the assignment made to it by the Assignment Agreement, or for statements made in any
preliminary or final official statement relating to the Bonds, or of the title to the Leased Property.
Whenever in the administration of its rights and obligations hereunder the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a Written Certificate of the City or a
Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any
action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the
2017-06-06 Agenda Packet Page 179
35
Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as it deems reasonable.
The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action
which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto.
The Trustee, either as principal or agent, may also engage in or be interested in any financial or other
transaction with the Authority or the City, and may act as agent, depository or trustee for any
committee or body of Owners or of owners of obligations of the Authority or the City as freely as if
it were not the Trustee hereunder.
The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers
hereof and perform any rights and obligations required of it hereunder by or through agents,
attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its
rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or
misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided,
however, that in the event of any negligence or misconduct of any such attorney, agent or receiver,
the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against
such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it
in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts.
The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for
anything whatsoever in connection with the funds established hereunder, except only for its own
willful misconduct, negligence or breach of an obligation hereunder.
The Trustee shall not be deemed to have knowledge of an event of default unless it has actual
knowledge thereof.
The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the
Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the
Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of
the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty
to take such action unless it has been indemnified to its reasonable satisfaction against all risk or
liability arising from such action.
The Trustee’s rights to immunities and protection from liability hereunder and its rights to
payment of its fees and expenses shall survive its resignation or removal and final payment or
defeasance of the Bonds.
All indemnifications and releases from liability granted herein to the Trustee shall extend to
the directors, officers, employees and agents of the Trustee.
The permissive right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful
default. The Trustee shall have no responsibility or liability with respect to any information,
statements or recitals in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the
use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or
2017-06-06 Agenda Packet Page 180
36
application of any money paid over by the Trustee in accordance with the provisions of this
Indenture or for the use and application of money received by any paying agent.
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture
sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods;
provided, however, that the Trustee shall have received an incumbency certificate listing persons
designated to give such instructions or directions and containing specimen signatures of such
designated persons, which such incumbency certificate shall be amended and replaced whenever a
person is to be added or deleted from the listing. If the Authority or the City elects to give the
Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such
instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The Authority and the City agree to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee, including, without limitation,
the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by
third parties.
In acting or omitting to act pursuant to the Lease Agreement or Site Lease, the Trustee shall
be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the
Lease Agreement, including, but not limited to, this Article VIII.
ARTICLE IX
MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the
Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time
by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the
written consent of the Owners of a majority in aggregate principal amount of all Bonds then
Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall
(i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of
interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so
affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is
required to effect any such modification or amendment, or (iii) permit the creation of any lien on the
Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the
lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture
on such Base Rental Payments and other assets (except as expressly provided in this Indenture),
without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for
the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it
shall be sufficient if such consent shall approve the substance thereof.
(b) This Indenture and the rights and obligations of the Authority, the City, the
Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any
time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into
without the consent of any Bond Owners for any one or more of the following purposes:
2017-06-06 Agenda Packet Page 181
37
(1) to add to the covenants and agreements of the Authority or the City in
this Indenture contained other covenants and agreements thereafter to be observed, to pledge or
assign additional security for the Bonds (or any portion thereof), or to surrender any right or power
herein reserved to or conferred upon the Authority or the City;
(2) to make such provisions for the purpose of curing any ambiguity,
inconsistency or omission, or of curing or correcting any defective provision contained in this
Indenture;
(3) to provide for the issuance of one or more Series of Additional Bonds,
and to provide the terms and conditions under which such Series of Additional Bonds may be issued,
subject to and in accordance with the provisions of Article III hereof;
(4) to modify, amend or supplement this Indenture in such manner as to
permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar
federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be
permitted by said act or similar federal statute;
(5) to modify, amend or supplement this Indenture in such manner as to
cause interest on the Bonds to be excludable from gross income for purposes of federal income
taxation by the United States of America; and
(6) in any other respect whatsoever as the Authority and the City may
deem necessary or desirable, provided that such modification or amendment does not materially
adversely affect the interests of the Bond Owners hereunder, in the opinion of Bond Counsel filed
with the Authority, the City and the Trustee.
(c) Promptly after the execution by the Authority, the City and the Trustee of any
Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the
Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the
substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses
shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such Supplemental Indenture.
(d) No Supplemental Indenture shall modify any of the rights or obligations of
the Trustee without the Trustee’s prior written consent.
Section 9.02 Effect of Supplemental Indenture. Upon the execution of any
Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and
amended in accordance therewith, and the respective rights, duties and obligations under this
Indenture of the Authority, the City, the Trustee and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modification and amendment, and all the terms and conditions of any such Supplemental Indenture
shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
Section 9.03 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after
the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so
determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and
the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and,
2017-06-06 Agenda Packet Page 182
38
in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and
presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be
made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to
conform, in the opinion of the Authority and the Trustee, to any modification or amendment
contained in such Supplemental Indenture, shall be prepared and executed by the Authority and
authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall
be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then
Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of
the same interest rate and maturity.
Section 9.04 Amendment of Particular Bonds. The provisions of this Article shall not
prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such
Owner.
ARTICLE X
DEFEASANCE
Section 10.01 Discharge of Indenture. If the Authority shall pay or cause to be paid or
there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the
interest and premium, if any, thereon at the times and in the manner stipulated herein and therein,
then the Owners of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments
and the other assets as provided herein, and all agreements, covenants and other obligations of the
Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and
become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to
the Authority and the City all such instruments as may be necessary or desirable to evidence such
discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or
securities held by it pursuant hereto which are not required for the payment of the principal of and
interest and premium, if any, on such Bonds.
Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid
and if, at the time of such payment, the Authority and the City shall have kept, performed and
observed all of the covenants and promises in such Bonds and in this Indenture required or
contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture
shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to
be entitled to the lien of this Indenture and such lien and all covenants, agreements and other
obligations of the Authority and the City hereunder shall cease, terminate become void and be
completely discharged as to such Bonds.
Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this
Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the
Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of
mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-
presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall
remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee
shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for
the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners
of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding
the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any
2017-06-06 Agenda Packet Page 183
39
Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee
shall remain in effect and shall be binding upon the Trustee, the City and the Authority.
Section 10.02 Bonds Deemed To Have Been Paid. If moneys shall have been set aside
and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the
maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the
meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall prior to
the maturity date or redemption date thereof be deemed to have been paid within the meaning of and
with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed
on any date prior to their maturity date, the Authority shall have given to the Trustee in form
satisfactory to it irrevocable instructions to mail or send, on a date in accordance with the provisions
of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be
given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee
either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject
to redemption other than at the option of the holder thereof, the interest on and principal of which
when paid will provide money which, together with the money, if any deposited with the Trustee at
the same time, shall, as verified by an independent certified public accountant, be sufficient to pay
when due the interest to become due on such Bonds on and prior to the maturity date or redemption
date thereof, as the case may be, and the principal of and premium, if any, on such Bonds at maturity
or upon redemption, and (c) in the event such Bonds are not by their terms subject to redemption
within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to
it irrevocable instructions to mail or send notice of redemption of such Bonds on a specified
redemption date in accordance with Section 4.02 hereof, and to give as soon as practicable, a notice
to the owners of such Bonds that the deposit required by clause (b) above has been made with the
Trustee and that such Bonds, are deemed to have been paid in accordance with this Section and
stating the maturity date or redemption date upon which money is to be available for the payment of
the principal of and premium, if any, on such Bonds.
Section 10.03 Payment of Bonds After Discharge of Indenture. Notwithstanding any
provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust
for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed
for two years after the date of deposit of such moneys, shall be repaid to the Authority (without
liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with
respect to such moneys shall thereupon cease; provided, however, that before the repayment of such
moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first
class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective
addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by
the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions
relating to the repayment to the Authority of the moneys held for the payment thereof.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties. Nothing contained herein,
expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee
and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition,
covenant or term required herein to be observed or performed by or on behalf of the Authority or the
City shall be for the sole and exclusive benefit of the Trustee and the Owners.
2017-06-06 Agenda Packet Page 184
40
Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever
the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such
reference shall be deemed to include the successor to the powers, duties and functions that are
presently vested in the Authority, the City or the Trustee, or such officer, and all agreements,
conditions, covenants and terms required hereby to be observed or performed by or on behalf of the
Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the
respective successors thereof whether so expressed or not.
Section 11.03 Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
instruments of similar tenor and may be executed by Owners in person or by their attorneys
appointed in writing. The fact and date of the execution by any Owner or his attorney of any
declaration, request or other instrument or of any writing appointing such attorney may be proved by
the certificate of any notary public or other officer authorized to take acknowledgments of deeds to
be recorded in the state or territory in which he purports to act that the person signing such
declaration, request or other instrument or writing acknowledged to him the execution thereof, or by
an affidavit of a witness of such execution duly sworn to before such notary public or other officer,
or by such other proof as the Trustee may accept which it may deem sufficient.
The ownership of any Bonds and the amount, payment date, number and date of owning the
same may be proved by the Registration Books.
Any declaration, request or other instrument in writing of the Owner of any Bond shall bind
all future Owners of such Bond with respect to anything done or suffered to be done by the
Authority, the City or the Trustee in good faith and in accordance therewith.
Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to
the contrary, no member, officer or employee of the Authority or the City shall be individually or
personally liable for the payment of any moneys, including without limitation, the principal of or
interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of
the City or the Authority from the performance of any official duty provided by any applicable
provisions of law, by the Lease Agreement or hereby.
Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the
cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu
of such cancellation and delivery, destroy such Bonds.
Section 11.06 Funds and Accounts. Any fund or account required to be established and
maintained herein by the Trustee may be established and maintained in the accounting records of the
Trustee either as an account or a fund, and may, for the purposes of such accounting records, any
audits thereof and any reports or statements with respect thereto, be treated either as an account or a
fund, but all such records with respect to all such funds and accounts shall at an times be maintained
in accordance with sound accounting practice and with due regard for the protection of the security
of the Bonds and the rights of the Owners.
The Trustee may commingle any of the moneys held by it hereunder for investment purposes
only; provided, however, that the Trustee shall account separately for the moneys in each fund or
account established pursuant to this Indenture. The Trustee may establish such funds and accounts as
it deems necessary or appropriate to perform its obligations hereunder.
2017-06-06 Agenda Packet Page 185
41
Section 11.07 Article and Section Headings Gender and References. The singular form
of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural,
and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender
shall include correlative words of the other genders. The headings or titles of the several Articles and
Sections hereof and the table of contents appended hereto shall be solely for convenience of
reference and shall not affect the meaning, construction or effect hereof. All references herein to
“Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections
or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and
other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section, subsection or clause thereof.
Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions,
covenants or terms required herein to be observed or performed by or on the part of the Authority,
the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or
conditions, such covenant or covenants or such term or terms shall be null and void to the extent
contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants
and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall
retain all the benefit, protection and security afforded to them under any applicable provisions of law.
The Authority, the City and the Trustee hereby declare that they would have executed this Indenture,
and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and
would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the
fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases
hereof or the application thereof to any person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
Section 11.09 Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or
waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by
or for the account of the Authority or the City, or by any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Authority or the City, shall be
disregarded and deemed not to be Outstanding for the purpose of any such determination; except
that, in determining whether the Trustee shall be protected in relying upon any such demand, request,
direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned
or held by or for the account of the Authority or the City, or by any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, the Authority or the
City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be
considered Outstanding for the purpose of such determination. Bonds so owned which have been
pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the
pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect
common control with, the Authority or the City. In case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of
the Trustee, the Authority and the City shall specify in a Written Certificate of the City and Authority
those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such
Certificate.
Section 11.10 Money Held for Particular Bonds. The money held by the Trustee for the
payment of the interest, principal or premium due on any date with respect to particular Bonds (or
portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and
2017-06-06 Agenda Packet Page 186
42
pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds
entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability
for interest thereon.
Section 11.11 Payment on Non-Business Days. In the event any payment is required to be
made hereunder on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day with the same effect as if made on such non-Business Day.
Section 11.12 California Law. This Indenture shall be construed and governed in
accordance with the laws of the State of California.
Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to
the party entitled thereto at its address set forth below, or at such other address as such party may
provide to the other parties in writing from time to time, namely:
If to the City:City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: Director of Finance/Treasurer
If to the Authority: Chula Vista Municipal Financing Authority
c/o City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: Executive Director
If to the Trustee:U.S. Bank National Association
633 West Fifth St., 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
Ref: City of Chula Vista
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate
answer back or other written acknowledgment, (c) if given by registered or certified mail, return
receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is
deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid,
24 hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery at
the address specified in this Section.
Section 11.14 Notice to Rating Agencies. The Trustee shall provide S&P, if the Bonds are
then rated by S&P, and Moody’s, if the Bonds are then rated by Moody’s, with prompt notice of any
substitution or release of property pursuant to Section 9.03 of the Lease Agreement.
2017-06-06 Agenda Packet Page 187
43
Section 11.15 Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be deemed an original, and all of which shall constitute but one and
the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
2017-06-06 Agenda Packet Page 188
S-1
IN WITNESS WHEREOF, the Authority and the City have caused this Indenture to be
signed in their respective names by their representative thereunto duly authorized, and the Trustee, in
token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its
corporate name by its officer thereunto duly authorized, all as of the day and year first above written,
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Executive Director
ATTEST:
Secretary
CITY OF CHULA VISTA
By:
Director of Finance/Treasurer
ATTEST:
City Clerk
[SIGNATURES CONTINUED ON NEXT PAGE.]
2017-06-06 Agenda Packet Page 189
S-2
[SIGNATURE PAGE CONTINUED.]
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
Authorized Officer
2017-06-06 Agenda Packet Page 190
A-1
EXHIBIT A
FORM OF SERIES 2017 BOND
No. ____$___________
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
INTEREST RATE MATURITY DATE DATED DATE CUSIP
______%May 1, 20__July __, 2017
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ THOUSAND DOLLARS
The Chula Vista Municipal Financing Authority (the “Authority”), for value received, hereby
promises to pay, solely from the Base Rental Payments (as hereinafter defined) or amounts in certain
funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner
identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified
above or on any earlier redemption date, the Principal Amount identified above in lawful money of
the United States of America; and to pay interest thereon at the Interest Rate identified above in like
lawful money from the date hereof payable semiannually on May 1 and November 1 in each year,
commencing November 1, 2017 (the “Interest Payment Dates”), until payment of such Principal
Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date
of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment
Date and after the close of business on the fifteenth calendar day of the month next preceding such
Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear
interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to October
15, 2017, in which event it shall bear interest from the Dated Date identified above; provided,
however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest
on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on
each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon
maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is
payable by check of U.S. Bank National Association, as Trustee (the “Trustee”), mailed by first class
mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address
of the Registered Owner shown on the Registration Books at the close of business on the fifteenth
2017-06-06 Agenda Packet Page 191
A-2
calendar day of the month next preceding such Interest Payment Date or by wire transfer as permitted
pursuant to the terms of the Indenture. “Office of the Trustee” means the principal corporate trust
office of the Trustee in Los Angeles, California, or such other office as may be specified to the
Authority and the City of Chula Vista (the “City”) by the Trustee in writing, except that with respect
to presentation of Bonds for payment or for registration of transfer and exchange such term shall
mean the office or the agency of the Trustee at which, at any particular time, its corporate trust
agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of
refinancing the acquisition, construction and installation of certain public capital improvements
within the City and described in the proceedings for the issuance of the Bonds (the “Project”), and is
one of the series of bonds designated “Chula Vista Municipal Financing Authority 2017 Lease
Revenue Bonds” (the “2017 Bonds”) in the aggregate principal amount of $__________. The
2017 Bonds are issued pursuant to the Indenture, dated as of July 1, 2017 (the “Indenture”), by and
among the Authority, the City and the Trustee, and this reference incorporates the Indenture herein,
and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to
and as more particularly provided in the Indenture, Additional Bonds (“Additional Bonds”), may be
issued by the Authority secured by a lien on a parity with the lien securing the 2017 Bonds. The
2017 Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is
entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the
“Act”) and the laws of the State of California.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from
certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease
Agreement, dated as of July 1, 2017 (the “Lease Agreement”), by and between the City, as lessee,
and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been
assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the
Indenture permitting the application thereof for the purposes and on the terms and conditions set
forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale
of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the
Redemption Fund established under the Indenture are pledged to secure the payment of the principal
of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the
Indenture and the Act. Said pledge constitutes a first lien on such assets.
The 2017 Bonds are authorized to be issued in the form of fully registered bonds without
coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).
The 2017 Bonds shall be subject to redemption, in whole or in part, on any date, in
Authorized Denominations, from and to the extent of any net insurance proceeds received with
respect to all or a portion of the property leased under the Lease Agreement, remaining after payment
therefrom of all reasonable expenses incurred in the collection thereof, deposited by the Trustee in
the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal
amount of the 2017 Bonds to be redeemed, plus accrued interest thereon to the date of redemption,
without premium.
The 2017 Bonds maturing on or after May 1, 20__, shall be subject to optional redemption, in
whole or in part, on any date on or after May 1, 20__, in Authorized Denominations, from any source
of funds provided to the Trustee, including prepaid Base Rental Payments pursuant to the Lease
2017-06-06 Agenda Packet Page 192
A-3
Agreement, at a Redemption Price equal to the principal amount of the 2017 Bonds to be redeemed,
plus accrued interest thereon to the date of redemption, without premium.
The Trustee on behalf and at the expense of the Authority shall mail (by first class mail)
notice of any redemption to the respective owners of any 2017 Bonds designated for redemption, at
their respective addresses appearing on the Registration Books, at least 30 but not more than 60 days
prior to the date fixed for redemption; provided, however, that so long as all of the 2017 Bonds are
registered in the name of DTC (as defined in the Indenture) or its nominee, such notice shall be
provided to DTC in accordance with its procedures. Neither failure to receive any such notice so
mailed, nor any defect therein, shall affect the validity of the proceedings for the redemption of such
2017 Bonds or the cessation of accrual of interest thereon from and after the date fixed for
redemption. The Redemption Price of the 2017 Bonds to be redeemed shall be paid only upon
presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for
redemption of any 2017 Bonds, interest on such 2017 Bonds will cease to accrue and become
payable.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture,
fully registered 2017 Bonds may be exchanged at the Office of the Trustee for a like aggregate
principal amount and maturity of fully registered 2017 Bonds of other Authorized Denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized
attorney, but only in the manner, subject to the limitations and upon payment of the charges provided
in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully
registered 2017 Bond or 2017 Bonds, in Authorized Denominations, for the same aggregate principal
amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee
may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the
Authority, the City and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority, the City, the owners of the
Bonds and the Trustee may be modified or amended from time to time and at any time in the manner,
to the extent, and upon the terms provided in the Indenture; provided that no such modification or
amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the
rate of interest thereon, or extend the time of payment, without the consent of the owner of each
Bond so affected, or, (b) reduce the percentage of Bonds the consent of the owners of which is
required to effect any such amendment or modification, or (c) permit the creation of any lien on the
Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the
lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture
on such the Base Rental Payments and such other assets (except as expressly provided in the
Indenture), without the consent of the owners of all Bonds then outstanding.
The Indenture contains provisions permitting the Authority to make provision for the
payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds
shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the
Authority, payable solely from Rental Payments and the other assets pledged therefor under the
Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special
obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged
therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the
2017-06-06 Agenda Packet Page 193
A-4
City or the State of California, or any political subdivision thereof, is pledged to the payment of the
Bonds.
IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and
on its behalf by the facsimile signatures of its Chairperson and Secretary, all as of the Dated Date
identified above.
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Chairperson
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the 2017 Bonds described in the within-mentioned Indenture and registered on
the Registration Books.
Date: July __, 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
2017-06-06 Agenda Packet Page 194
A-5
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation, in connection with the issuance of, and dated as of the date of the original
delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the Board of the Chula Vista Municipal
Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto
____________________________________________ whose address and social security or other tax
identifying number is ______________________, the within-mentioned Bond and hereby
irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to
transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the
within pond in every particular without alteration or
enlargement or any change whatsoever.
2017-06-06 Agenda Packet Page 195
B-1
EXHIBIT B
DESCRIPTION OF PROJECT
2017-06-06 Agenda Packet Page 196
Stradling Yocca Carlson & Rauth
Draft of 6/1/17
RECORDING REQUESTED BY:
Chula Vista Municipal Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Robert J. Whalen, Esq.
[Space above for Recorder’s use.]
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT
TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS
EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA
GOVERNMENT CODE.
THE GRANTOR AND THE GRANTEE ARE GOVERNMENTAL AGENCIES. THE LEASE TERM IS LESS
THAN 35 YEARS.
LEASE AGREEMENT
by and between
CITY OF CHULA VISTA
and
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
Dated as of July 1, 2017
Relating to
$__________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
2017-06-06 Agenda Packet Page 197
TABLE OF CONTENTS
Page
i
ARTICLE I
DEFINITIONS
Section 1.01 Definitions ..............................................................................................................2
ARTICLE II
LEASE OF PROPERTY; TERM; CONSTRUCTION
Section 2.01 Lease of Leased Property........................................................................................4
Section 2.02 Term; Occupancy....................................................................................................4
Section 2.03 Deposit of Bond Proceeds ......................................................................................4
Section 2.04 Completion of Project.............................................................................................4
Section 2.05 Payment of Project and Delivery Costs..................................................................4
Section 2.06 Completion Certification........................................................................................5
Section 2.07 Compliance with Law.............................................................................................5
ARTICLE III
RENTAL PAYMENTS
Section 3.01 Base Rental Payments.............................................................................................5
Section 3.02 Additional Rental Payments...................................................................................6
Section 3.03 Fair Rental Value....................................................................................................6
Section 3.04 Payment Provisions ................................................................................................6
Section 3.05 Appropriations Covenant........................................................................................7
Section 3.06 Rental Abatement...................................................................................................7
ARTICLE IV
MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities.......................................................................................8
Section 4.02 Additions to Leased Property .................................................................................8
Section 4.03 Installation of City’s Equipment.............................................................................8
ARTICLE V
INSURANCE
Section 5.01 Commercial General Liability and Leased Property Damage Insurance;
Workers’ Compensation Insurance.........................................................................8
Section 5.02 Title Insurance......................................................................................................10
Section 5.03 Additional Insurance Provision; Form of Policies................................................10
Section 5.04 Self-Insurance.......................................................................................................10
2017-06-06 Agenda Packet Page 198
TABLE OF CONTENTS
(continued)
Page
ii
ARTICLE VI
DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.........................................................................................11
Section 6.02 Waiver...................................................................................................................14
ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain...................................................................................................14
Section 7.02 Prepayment...........................................................................................................14
ARTICLE VIII
COVENANTS
Section 8.01 Right of Entry.......................................................................................................15
Section 8.02 Liens and Encumbrances......................................................................................15
Section 8.03 Quiet Enjoyment...................................................................................................16
Section 8.04 Authority Not Liable.............................................................................................16
Section 8.05 Assignment and Subleasing..................................................................................16
Section 8.06 Title to Leased Property........................................................................................17
Section 8.07 Authority’s Purpose..............................................................................................17
Section 8.08 Representations of the City...................................................................................17
Section 8.09 Representation of the Authority............................................................................17
ARTICLE IX
NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages..................................................................................17
Section 9.02 Use of the Leased Property...................................................................................17
Section 9.03 Substitution or Release of the Leased Property....................................................18
ARTICLE X
MISCELLANEOUS
Section 10.01 Law Governing.....................................................................................................19
Section 10.02 Notices..................................................................................................................19
Section 10.03 Validity and Severability......................................................................................19
Section 10.04 Net-Net-Net Lease................................................................................................19
Section 10.05 Taxes.....................................................................................................................20
Section 10.06 Section Headings..................................................................................................20
Section 10.07 Amendments.........................................................................................................20
Section 10.08 Assignment...........................................................................................................21
2017-06-06 Agenda Packet Page 199
TABLE OF CONTENTS
(continued)
Page
iii
Section 10.09 Execution ..............................................................................................................21
SIGNATURES................................................................................................................................... S-1
EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY....................................................A-1
EXHIBIT B BASE RENTAL PAYMENT SCHEDULE .............................................................B-1
2017-06-06 Agenda Packet Page 200
1
LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of
July 1, 2017, is by and between the CITY OF CHULA VISTA (the “City”), a municipal corporation
and a charter city duly organized and existing under the Constitution and laws of the State of
California, as lessee, and the CHULA VISTA MUNICIPAL FINANCING AUTHORITY (the
“Authority”), a joint exercise of powers authority duly organized and existing under the laws of the
State of California, as lessor.
RECITALS
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the California
Government Code (the “Act”), the Authority is authorized to issue bonds to finance or refinance
public capital improvements whenever there are significant public benefits of the type described in
the Act; and
WHEREAS, the City and the Authority desire to finance a portion of the costs of the
acquisition,construction, equipping and installation of certain capital improvements related to City
buildings and infrastructure as set forth in the Infrastructure, Facilities and Equipment Expenditure
Plan adopted by the City Council of the City on December 6, 2016 (together, the “Project”) located
within the City; and
WHEREAS, in order to facilitate the financing of the Project, the City is leasing certain real
property and the improvements located thereon (the “Leased Property”) to the Authority pursuant to
a Site Lease, dated as of the date hereof and recorded concurrently herewith, and the City is
subleasing the Leased Property back from the Authority pursuant to this Lease Agreement (the
“Leased Property”);
WHEREAS, the City and the Authority have determined that it is in the best interests of the
City and the Authority to provide the funds necessary to finance the Project through the issuance by
the Authority of bonds payable from the base rental payments (the “Base Rental Payments”) to be
made by the City under this Lease Agreement;
WHEREAS, the City and the Authority have determined that it is in the best interests of the
City and the Authority to provide for the issuance of such bonds payable from the Base Rental
Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City
and U.S. Bank National Association, as trustee (the “Trustee”);
WHEREAS, all rights to receive the Base Rental Payments will be assigned, without
recourse,by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date
hereof and being recorded concurrently herewith; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to
have been performed precedent to and in connection with the execution and entering into of this
Lease Agreement do exist, have happened and have been performed in regular and due time, form
and manner as required by law, and the parties hereto are now duly authorized to execute and enter
into this Lease Agreement;
2017-06-06 Agenda Packet Page 201
2
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this
Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which
meanings shall be equally applicable to both the singular and plural forms of any of the terms herein
defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such
terms in the Indenture.
“Additional Bonds” means bonds other than the 2017 Bonds issued under the Indenture in
accordance with the provisions thereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental
Payments pursuant to Section 3.02 hereof.
“Authority” means the Chula Vista Municipal Financing Authority, a joint exercise of
powers authority organized and existing under the laws of the State of California.
“Base Rental Deposit Date” means the fifth Business Day next preceding each Interest
Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base
Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to
the Authority from the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B.
“Bonds” means 2017 Bonds and any Additional Bonds issued under the Indenture.
“City” means the City of Chula Vista, a municipal corporation and charter city duly
organized and existing under and by virtue of the Constitution and laws of the State of California.
“Closing Date” means the date of issuance of the 2017 Bonds and the date of issuance of
each series of Additional Bonds, as applicable.
“Completion Certificate” means the certificate of the City filed with the Trustee and signed
by an Authorized City Representative, as prescribed by Section 2.06 hereof.
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority,
the City and the Trustee, as originally executed and as it may from time to time be amended or
supplemented in accordance with the provisions thereof.
“Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of June
11, 2013, by and between the City and the Housing Authority of the City of Chula Vista, as
originally executed and as it may from time to time be amended in accordance with the provisions
thereof.
2017-06-06 Agenda Packet Page 202
3
“Lease Agreement” means this Lease Agreement, as originally executed and as it may from
time to time be amended in accordance with the provisions hereof.
“Leased Property” means the real property described in Exhibit A hereto and the
improvements located thereon.
“Net Insurance Proceeds” means any insurance proceeds received from the policies
required pursuant to or condemnation award paid with respect to any of the Leased Property,
remaining after payment therefrom of all reasonable expenses incurred in the collection thereof.
“Permitted Encumbrances” means, with respect to the Leased Property, as of any particular
time, (a)liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the
City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment
Agreement, (c) this Lease Agreement, (d) the Site Lease, (e) any right or claim of any mechanic,
laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as
normally exist with respect to properties similar to the Leased Property for the purposes for which it
was acquired or is held by the City, (f) easements, rights of way, mineral rights, drilling rights and
other rights, reservations, covenants, conditions or restrictions or encumbrances which exist of record
as of the Delivery Date which the City certifies in writing will not affect the intended use of the
Leased Property or impair the security granted to the Trustee for the benefit of the Owners of the
Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City
consent in writing, and (g) easements, rights of way, mineral rights, drilling rights and other rights,
reservations, covenants, conditions or restrictions established following the Delivery Date which the
City certifies in writing do not affect the intended use of the Leased Property or impair the security
granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the
Assignment Agreement and to which the Authority and the City consent in writing.
“Project” means the capital improvements related to City buildings and infrastructure as set
forth in the Infrastructure, Facilities and Equipment Expenditure Plan adopted by the City Council of
the City on December 6, 2016, and any additional capital improvements financed with the proceeds
of Additional Bonds.
“Rental Payments” means, collectively, the Base Rental Payments and the Additional
Rental Payments.
“Rental Period” means the twelve-month period commencing on May 2 of each year during
the term of this Lease Agreement.
“Site Lease” means the Site Lease, dated as of the date hereof, by and between the City and
the Authority, as originally executed and as it may from time to time be amended in accordance with
to the provisions thereof and hereof.
“2017 Bonds” means the Chula Vista Municipal Financing Authority 2017 Lease Revenue
Bonds issued under the Indenture.
“Termination Date” means May 1, 2027, unless extended or sooner terminated as provided
in Section 2.02 hereof.
2017-06-06 Agenda Packet Page 203
4
“Trustee” means the trustee appointed under the Indenture and referred to therein as the
Trustee.
ARTICLE II
LEASE OF PROPERTY; TERM; CONSTRUCTION
Section 2.01 Lease of Leased Property.
(a) The Authority hereby leases to the City and the City hereby leases from the
Authority the Leased Property, on the terms and conditions hereinafter set forth, subject to all
Permitted Encumbrances.
(b) The leasing of the Leased Property by the City to the Authority pursuant to
the Site Lease shall not effect or result in a merger of the City’s leasehold estate pursuant to this
Lease Agreement and its fee estate as lessor under the Site Lease, and the Authority shall continue to
have a leasehold estate in the Leased Property pursuant to the Site Lease throughout the term thereof
and hereof. The leasehold interest granted by the City to the Authority pursuant to the Site Lease is
and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment
or surrender of the leasehold interest granted to the Authority under the Site Lease.
Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on
the Closing Date and shall end on the Termination Date, unless such term is extended or sooner
terminated as hereinafter provided. If on the Termination Date all of the Outstanding Bonds shall not
be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the
Indenture shall not be discharged by its terms, or if Additional Rental Payments shall remain due and
payable or shall have been abated at any time and for any reason, then the term of this Lease
Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision
therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged
by its terms and all Additional Rental Payments shall have been paid in full. Notwithstanding the
foregoing, the term of this Lease Agreement shall in no event be extended beyond May 1, 2037, such
extended date being the “Maximum Lease Term.” If prior to the Termination Date, all Bonds shall
be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture
shall be discharged by its terms and all Additional Rental Payments shall have been paid in full, and
the term of this Lease Agreement shall end simultaneously therewith.
Section 2.03 Deposit of Bond Proceeds. On the Delivery Date for the 2017 Bonds and on
each Closing Date for any Additional Bonds, the Authority agrees to pay or cause to be paid to the
Trustee the proceeds of the sale of the 2017 Bonds and Additional Bonds, which moneys, in the case
of the 2017 Bonds, shall be deposited with the Trustee as provided in Section 3.02 of the Indenture,
or in the case of Additional Bonds as provided in any Supplemental Indenture which relates to such
Additional Bonds.
Section 2.04 Completion of Project. The Authority hereby appoints the City as its agent
to construct the Project, and, in constructing the Project, the City agrees to comply with the
provisions of Section 2.07 hereof.
Section 2.05 Payment of Project and Delivery Costs. Payment of the Project Costs shall
be made from the moneys deposited with the Trustee in the Acquisition and Construction Fund as
2017-06-06 Agenda Packet Page 204
5
provided in Section 2.03 hereof and Section 3.02(b) of the Indenture, which shall be disbursed in
accordance and upon compliance with 5.05 of the Indenture.
Section 2.06 Completion Certification. Upon the completion of acquisition, construction,
delivery and installation of the portion of the Project to be financed with the proceeds of the 2017
Bonds and each series of Additional Bonds, the City shall deliver to the Trustee a Completion
Certificate with respect thereto. On the date of filing a Completion Certificate, all excess moneys
remaining in the Acquisition and Construction Fund for the 2017 Bonds or issue of Additional Bonds
for which such Completion Certificate is delivered shall be applied in accordance with the provisions
of Section 5.05 of the Indenture.
Section 2.07 Compliance with Law.
(a) The City shall comply with all applicable provisions for bids and contracts
prescribed by law, including, without limitation, the Public Contract Code and the Government Code
of the State.
(b) The City shall comply with all provisions relating to prevailing wage rates
and working hours applicable to it under the laws of the State.
(c) The City shall prepare and adopt plans and specifications for the acquisition,
construction and installation of one or more components of the Project, as needed, pursuant to the
Government Code and Public Contracts Code of the State.
ARTICLE III
RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental
Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as
Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof) the amount
at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental
Payments shall constitute principal, and a portion of which shall constitute interest. Rental
Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in
consideration of the right to use and occupy the Leased Property and in consideration of the
continued right to the quiet use and enjoyment thereof during each Rental Period for which such
Rental Payments are to be paid.
The obligation of the City to make the Base Rental Payments does not constitute a
debt of the City or of the State of California, or of any political subdivision thereof, within the
meaning of any constitutional or statutory debt limit or restriction, and does not constitute an
obligation for which the City or the State of California is obligated to levy or pledge any form of
taxation or for which the City or the State of California has levied or pledged any form of taxation.
(b) If the term of this Lease Agreement shall have been extended pursuant to
Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including
the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so
2017-06-06 Agenda Packet Page 205
6
extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be
established so that they will be sufficient to pay all extended and unpaid Base Rental Payments;
provided, however, that the Rental Payments payable in any Rental Period shall not exceed the
annual fair rental value of the Leased Property as determined by the City in its discretion.
Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental
Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the
City or affecting the Leased Property or the respective interests or estates of the Authority or the City
therein;
(b) all reasonable administrative costs of the Authority relating to the Leased
Property including, but without limiting the generality of the foregoing, salaries, wages, fees and
expenses, compensation and indemnification of the Trustee payable by the Authority under the
Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and
reasonable administrative costs of the Authority or charges required to be paid by it in order to
maintain its existence or to comply with the terms of the Indenture or this Lease Agreement or to
defend the Authority and its members, officers, agents and employees;
(c) insurance premiums for all insurance required pursuant to Article V hereof;
(d) any amounts with respect to this Lease Agreement or the Bonds required to
be rebated to the federal government in accordance with Section 148(f) of the Code; and
(e) all other payments, other than Base Rental Payments, required to be paid by
the City under the provisions of this Lease Agreement or the Indenture.
Amounts constituting Additional Rental Payments payable hereunder shall be paid by the
City directly to the person or persons to whom such amounts shall be payable. The City shall pay all
such amounts when due or at such later time as such amounts may be paid without penalty or, in any
other case, within 60 days after notice in writing from the Trustee to the City stating the amount of
Additional Rental Payments then due and payable and the purpose thereof.
Section 3.03 Fair Rental Value. The parties hereto have agreed and determined that the
annual fair rental value of the Leased Property is not less than the maximum annual Rental Payments
due in any year. In making such determination of fair rental value, consideration has been given to
the uses and purposes that may be served by the Leased Property and the benefits therefrom which
will accrue to the City and the general public and to an appraisal of fair rental value of the Leased
Property delivered to the City. Payments of the Rental Payments for the Leased Property during each
Rental Period shall constitute the total rental for said Rental Period.
Section 3.04 Payment Provisions. Each installment of Base Rental Payments payable
hereunder shall be paid in lawful money of the United States of America to or upon the order of the
Authority at the principal office of the Trustee in Los Angeles, California, or such other place or
entity as the Authority or Trustee shall designate. Each Base Rental Payment shall be deposited with
the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date on which
such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City
when due and payable under the terms of this Lease Agreement shall bear interest from the date
2017-06-06 Agenda Packet Page 206
7
when the same is due hereunder until the same shall be paid at the rate equal to the highest rate of
interest on any of the Outstanding Bonds. Notwithstanding any dispute between the Authority and
the City, the City shall make all Rental Payments when due without deduction or offset of any kind
and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event
of a determination that the City was not liable for said Rental Payments or any portion thereof, said
payments or excess of payments, as the case may be, shall be credited against subsequent Rental
Payments due hereunder or refunded at the time of such determination. Amounts required to be
deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the
extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the
Principal Fund under the Indenture.
Section 3.05 Appropriations Covenant. The City covenants to take such action as may
be necessary to include all Rental Payments due hereunder in its annual budgets and to make
necessary annual appropriations for all such Rental Payments. The City will deliver to the Authority
and the Trustee a Certificate of the City stating that its final annual budget includes all Base Rental
Payments due in such fiscal year within ten days after the adoption thereof. The covenants on the
part of the City contained herein shall be deemed to be and shall be construed to be duties imposed
by law and it shall be the duty of each and every public official of the City to take such action and do
such things as are required by law in the performance of the official duty of such officials to enable
the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be
carried out and performed by the City.
Section 3.06 Rental Abatement. Except as otherwise specifically provided in this
Section, during any period in which, by reason of material damage to, or destruction or
condemnation of, the Leased Property, or any defect in title to the Leased Property, there is
substantial interference with the City’s right to use and occupy any portion of the Leased Property,
Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code
Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement
by virtue of any such interference, and this Lease Agreement shall continue in full force and effect.
The amount of such abatement shall be agreed upon by the City and the Authority; provided,
however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental
value of that portion of the Leased Property available for use and occupancy by the City during such
Rental Period. The City and the Authority shall calculate such abatement and shall provide the
Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall
continue for the period commencing with the date of interference resulting from such damage,
destruction, condemnation or title defect and, with respect to damage to or destruction of the Leased
Property, ending with the substantial completion of the work of repair or replacement of the Leased
Property, or the portion thereof so damaged or destroyed and with the removal of any title defect
causing an interference with use; and the term of this Lease Agreement shall be extended as provided
in Section 2.02 hereof, except that the term shall in no event be extended beyond the Maximum
Lease Term described in said Section.
Notwithstanding the foregoing, to the extent that moneys are available to be credited towards
the payment of Rental Payments in any of the funds and accounts established under the Indenture,
Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a
special obligation payable solely from said funds and accounts.
2017-06-06 Agenda Packet Page 207
8
ARTICLE IV
MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities. Throughout the term of this Lease Agreement,
as part of the consideration for rental of the Leased Property, all improvement, repair and
maintenance of the Leased Property shall be the responsibility of the City, and the City shall pay for
or otherwise arrange for the payment of all utility services supplied to the Leased Property, which
may include, without limitation, janitor service, security, power gas, telephone, light, heating,
ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise
arrange for payment of the cost of the repair and replacement of the Leased Property resulting from
ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In
exchange for the Rental Payments, the Authority agrees to provide only the Leased Property.
Section 4.02 Additions to Leased Property. Subject to Section 8.02 hereof, the City and
any sublessee shall, at its own expense, have the right to make additions, modifications and
improvements to the Leased Property so long as such additions, modifications and improvements
will not result in an abatement of Rental Payments. To the extent that the removal of such additions,
modifications or improvements would not cause material damage to the Leased Property, such
additions, modifications and improvements shall remain the sole property of the City or such
sublessee, and neither the Authority nor the Trustee shall have any interest therein. Such additions,
modifications and improvements shall not in any way damage the Leased Property or cause it to be
used for purposes other than those authorized under the provisions of state and federal law; and the
Leased Property, upon completion of any additions, modifications and improvements made pursuant
to this Section, shall be of a value which is at least equal to the value of the Leased Property
immediately prior to the making of such additions, modifications and improvements.
Section 4.03 Installation of City’s Equipment. The City and any sublessee may at any
time and from time to time, in its sole discretion and at its own expense, install or permit to be
installed items of equipment or other personal property in or upon the Leased Property. All such
items shall remain the sole property of the City or such sublessee, and neither the Authority nor the
Trustee shall have any interest therein. The City or such sublessee may remove or modify such
equipment or other personal property at any time, provided that such party shall repair and restore
any and all damage to the Leased Property resulting from the installation, modification or removal of
any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from
purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase
contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the
purchase price thereof, provided that no such lien or security interest shall attach to any part of the
Leased Property.
ARTICLE V
INSURANCE
Section 5.01 Commercial General Liability and Leased Property Damage Insurance;
Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this
Lease Agreement, a standard commercial general liability insurance policy or policies in protection
2017-06-06 Agenda Packet Page 208
9
of the City, the Authority and their respective members, officers, agents and employees. Said policy
or policies shall provide for indemnification of said parties against direct or contingent loss or
liability for damages for bodily and personal injury, death or property damage occasioned by reason
of the use or ownership of the Leased Property. Said policy or policies shall provide coverage in the
minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000
for personal injury or deaths of two or more persons in a single accident or event, and in a minimum
amount of $500,000 for damage to property (subject to a deductible clause of not to exceed
$250,000) resulting from a single accident or event. Such commercial general liability and property
damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000
covering all such risks. Such liability insurance may be maintained as part of or in conjunction with
any other liability insurance coverage carried or required to be carried by the City, and may be
maintained in whole or in part in the form of self-insurance by the City provided such self-insurance
complies with the provisions of Section 5.04 hereof. The Net Insurance Proceeds of such liability
insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which
the Net Insurance Proceeds of such insurance shall have been paid.
(b) The City shall maintain or cause to be maintained, throughout the term of this
Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under
the laws of the State of California to insure employers against liability for compensation under the
California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof,
such workers’ compensation insurance to cover all persons employed by the City in connection with
the Leased Property and to cover full liability for compensation under any such act; provided,
however, that the City’s obligations under this subsection may be satisfied by self-insurance,
provided such self-insurance complies with the provisions of Section 5.04 hereof.
(c) The City shall maintain or cause to be maintained, fire, lightning and special
extended coverage insurance (which shall include coverage for vandalism and malicious mischief,
but need not include coverage for earthquake or flood damage) on all improvements constituting any
part of the Leased Property in an amount of not less than the replacement cost of such improvements.
All insurance required to be maintained pursuant to this subsection may be subject to a deductible in
an amount not to exceed $250,000. The City’s obligations under this subsection may be satisfied by
self-insurance, provided such self-insurance complies with the provisions of Section 5.04 hereof.
(d) The City shall maintain rental interruption insurance to cover the Authority’s
loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of
any part of the Leased Property as a result of any of the hazards required to be covered by the
insurance required pursuant to subsection (c) of this Section in an amount not less than the maximum
remaining scheduled Base Rental Payments in any future 24-month period. The City shall not be
permitted to self-insure its obligation under this subsection.
(e) The insurance required by this Section shall be provided by reputable
insurance companies with claims paying abilities determined, in the reasonable opinion of the City’s
risk manager or an independent insurance consultant, to be adequate for the purposes hereof.
(f) The Net Insurance Proceeds received pursuant to the insurance required by
Section 5.01(b) shall be deposited to the Net Insurance Proceeds Fund in accordance with
Section 5.03 of the Indenture and the Net Insurance Proceeds received pursuant to the insurance
required pursuant to Section 5.03(d) shall be deposited to the Base Rental Payment Fund for
application in accordance with the Indenture.
2017-06-06 Agenda Packet Page 209
10
Section 5.02 Title Insurance. The City shall provide, at its own expense, one or more
CLTA or ALTA title insurance policies for the Leased Property in the aggregate amount of not less
than the initial aggregate principal amount of the 2017 Bonds. Such policy or policies shall insure
(a) the fee interest of the City in the Leased Property, (b) the Authority’s leasehold estate in the
Leased Property under the Site Lease, and (c) the City’s leasehold estate in the Leased Property
hereunder, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said
policy or policies shall be deposited with the Trustee and applied as provided in Section 5.04 of the
Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained
pursuant to the Indenture or this Lease Agreement or required thereby or hereby shall provide that all
proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owners.
Section 5.03 Additional Insurance Provision; Form of Policies. The City shall pay or
cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof.
All such policies shall provide that the Trustee shall be given 30 days’ notice of the expiration
thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting
payment on account of such insurance or any adjustment, compromise or settlement of any loss
agreed to by the Trustee. All policies shall name the City and the Authority as insureds and the
Trustee as a loss payee.
The City shall cause to be delivered to the Trustee on or before August 15 each year,
commencing August 15, 2018, a Certificate of the City stating that such policies are in full force and
effect and that the City is in full compliance with the requirements of this Article. The Trustee shall
be entitled to rely upon said Certificate of the City as to the City’s compliance with this Article. The
Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.
Section 5.04 Self-Insurance. Insurance provided through a California joint powers
authority of which the City is a member or with which the City contracts for insurance shall not be
deemed to be self-insurance for purposes hereof. Any self-insurance maintained by the City pursuant
to this Article shall comply with the following terms:
(a) the self-insurance program shall be approved in writing by a professionally
certified risk manager or by an independent insurance consultant;
(b) the self-insurance program shall include an actuarially sound claims reserve
fund out of which each self-insured claim shall be paid, the adequacy of each such fund shall be
evaluated on an annual basis by a professionally certified risk manager or by an independent
insurance consultant and any deficiencies in any self-insured claims reserve fund shall be remedied
in accordance with the recommendation of a professionally certified risk manager or such
independent insurance consultant, as applicable; and
(c) in the event the self-insurance program shall be discontinued, the actuarial
soundness of its claims reserve fund, as determined by a professionally certified risk manager or by
an independent insurance consultant, shall be maintained.
2017-06-06 Agenda Packet Page 210
11
ARTICLE VI
DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.
(a) (i)If the City shall fail (A) to pay any Rental Payment payable hereunder
when the same becomes due and payable, time being expressly declared to be of the essence in this
Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition
contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening
of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be
deemed to be in default hereunder and it shall be lawful for the Authority, to exercise any and all
remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no
event be in default in the observance or performance of any covenant, condition or agreement in this
Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(A) of
the preceding sentence, unless the City shall have failed, for a period of 30 days or such additional
time as is reasonably required to correct any such default after notice by the Authority to the City
properly specifying wherein the City has failed to perform any such covenant, condition or
agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may
have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter
provided on account of default by the City, notwithstanding any re-entry or re-letting of the Leased
Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Leased Property
and remove all persons in possession thereof and all personal property whatsoever situated upon the
Leased Property and place such personal property in storage in any warehouse or other suitable
place, for the account of and at the expense of the City. In the event of such termination, the City
agrees to surrender immediately possession of the Leased Property, without let or hindrance, and to
pay the Authority all damages recoverable at law that the Authority may incur by reason of default
by the City, including, without limitation, any costs, loss or damage whatsoever arising out of, in
connection with, or incident to any such re-entry upon the Leased Property and removal and storage
of such property by the Authority or its duly authorized agents in accordance with the provisions
herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Leased
Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in
unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry
or obtaining possession of the Leased Property nor the appointment of a receiver upon initiative of
the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to
terminate this Lease Agreement, and no termination of this Lease Agreement on account of default
by the City shall be or become effective by operation of law or acts of the parties hereto, or
otherwise, unless and until the Authority shall have given written notice to the City of the election on
the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no
surrender of the Leased Property or of the remainder of the term hereof or any termination of this
Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the
Authority by such written notice.
(2) Without terminating this Lease Agreement, (x) to collect each
installment of Rental Payments as the same become due and enforce any other terms or provisions
hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the
Leased Property, or (y) to exercise any and all rights of entry and re-entry upon the Leased Property.
2017-06-06 Agenda Packet Page 211
12
In the event the Authority, does not elect to terminate this Lease Agreement in the manner provided
for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all
covenants and conditions herein contained to be kept or performed by the City and, if the Leased
Property is not re-let, to pay the full amount of the Rental Payments to the end of the term of this
Lease Agreement or, in the event that the Leased Property is re-let, to pay any deficiency in Rental
Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental
Payment deficiency punctually at the same time and in the same manner as hereinabove provided for
the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have
received in previous years or may receive thereafter in subsequent years Rental Payments in excess
of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority
or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such
re-entry or obtaining possession of the Leased Property. Should the Authority elect to re-enter as
herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact
of the City to re-let the Leased Property, or any part thereof, from time to time, either in the
Authority’s name or otherwise, upon such terms and conditions and for such use and period as the
Authority may deem advisable and to remove all persons in possession thereof and all personal
property whatsoever situated upon the Leased Property and to place such personal property in storage
in any warehouse or other suitable place, for the account of and at the expense of the City, and the
City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage
whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of
the Leased Property and removal and storage of such property by the Authority or its duly authorized
agents in accordance with the provisions herein contained. The City agrees that the terms of this
Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Leased
Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and
further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or
termination of this Lease Agreement irrespective of the use or the term for which such re-letting is
made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the
event of such default by the City the right to terminate this Lease Agreement shall vest in the
Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof.
The City further agrees to pay the Authority the cost of any alterations or additions to the Leased
Property necessary to place the Leased Property in condition for re-letting immediately upon notice
to the City of the completion and installation of such additions or alterations.
The City shall retain the portion of rental obtained by the Trustee, as assignee of the
Authority, that is in excess of the Rental Payments, the fees, expenses and costs of the Trustee of re-
letting the Leased Property, and all amounts payable by the City under this Lease Agreement and the
Indenture.
The City hereby waives any and all claims for damages caused or which may be
caused by the Authority in re-entering and taking possession of the Leased Property as herein
provided and all claims for damages that may result from the destruction of or injury to the Leased
Property and all claims for damages to or loss of any property belonging to the City, or any other
person, that may be in or upon the Leased Property.
(b) If (i) the City’s interest in this Lease Agreement or any part thereof is
assigned or transferred, either voluntarily or by operation of law or otherwise, without the written
consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any
petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to
the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts,
2017-06-06 Agenda Packet Page 212
13
either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby
the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of
the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of
time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of
reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such
petition or any such proceedings of the same or similar kind or character be filed or be instituted or
taken against the City, or if a receiver of the business or of the property or assets of the City shall be
appointed by any court, except a receiver appointed at the instance or request of the Authority, or if
the City shall make a general assignment for the benefit of the City’s creditors, or (iii) the City shall
abandon or vacate the Leased Property, then the City shall be deemed to be in default hereunder.
(c) In addition to the other remedies set forth in this Section, upon the occurrence
of an event of default, the Authority shall be entitled to proceed to protect and enforce the rights
vested in the Authority by this Lease Agreement or by law. The provisions of this Lease Agreement
and the duties of the City and of its city council, officers or employees shall be enforceable by the
Authority by mandamus or other appropriate suit, action or proceeding in any court of competent
jurisdiction. Without limiting the generality of the foregoing, the Authority shall have the right to
bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city
council, officers and employees and its assigns to account as the trustee of an express trust.
(ii) Injunction. By action or suit in equity to enjoin any acts or things
which may be unlawful or in violation of the rights of the Authority or its assignee.
(iii) Mandamus. By mandamus or other suit, action or proceeding at law
or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council,
officers and employees) and to compel the City to perform and carry out its duties and obligations
under the law and its covenants and agreements with the City as provided herein.
Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege
hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of
any or all other rights, powers or privileges. The term “re-let” or “re-letting” as used in this Section
shall include, but not be limited to, re-letting by means of the operation by the Authority of the
Leased Property. If any statute or rule of law validly shall limit the remedies given to the Authority
hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any
statute or rule of law.
In the event the Authority shall prevail in any action brought to enforce any of the
terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for
attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the
Authority hereunder.
Notwithstanding anything to the contrary contained in this Lease Agreement, the
Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments.
2017-06-06 Agenda Packet Page 213
14
(d) Notwithstanding anything to the contrary contained in this Lease Agreement,
the termination of this Lease Agreement by the Authority and its assignees on account of a default by
the City under this Section shall not effect or result in a termination of the Site Lease.
Section 6.02 Waiver. Failure of the Authority to take advantage of any default on the part
of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which
may grow up between the parties in the course of administering this instrument be construed to waive
or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or
condition hereof, or to exercise any rights given the Authority on account of such default. A waiver
of a particular default shall not be deemed to be a waiver of any other default or of the same default
subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed
to be, a waiver of any term, covenant or condition of this Lease Agreement.
ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain. If all of the Leased Property (or portions thereof such that
the remainder is not usable for public purposes by the City) shall be taken under the power of
eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less
than all of the Leased Property shall be taken under the power of eminent domain and the remainder
is usable for public purposes by the City at the time of such taking, then the Lease Agreement shall
continue in full force and effect as to such remainder, and the parties waive the benefits of any law to
the contrary, and in such event there shall be a partial abatement of the Rental Payments in
accordance with the provisions of Section 3.06 hereof. So long as any Bonds shall be Outstanding,
any award made in eminent domain proceedings for the taking of the Leased Property, or any portion
thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in
subsection (a) of Section 4.01 of the Indenture, in the corresponding provisions of any Supplemental
Indenture pursuant to which Additional Bonds are issued and in Section 5.03 of the Indenture. Any
such award made after all of the Bonds, and all other amounts due under the Indenture and
hereunder, have been fully paid, shall be paid to the Authority and to the City as their respective
interests may appear.
Section 7.02 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable
to the 2017 Bonds which are payable after May 1, 20__ from any source of available funds, on any
date on or after May 1, 20__, by paying (i) all or a portion, as selected by the City, of the principal
components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of
such Base Rental Payments to be prepaid to the date of such prepayment.
(b) The City may prepay, from any source of available funds, all or any portion
of the Base Rental Payments attributable to the 2017 Bonds by depositing with the Trustee moneys
or securities as provided, and subject to the terms and conditions set forth, in Article X of the
Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental
Payments through a specified date on which the City has a right to prepay such Base Rental
Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on
such prepayment date, at a prepayment price determined in accordance with subsection (a) of this
Section.
2017-06-06 Agenda Packet Page 214
15
(c) If less than all of the Base Rental Payments attributable to the 2017 Bonds are
prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of
this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and
interest components of such Base Rental Payments shall be recalculated by the City and transmitted
to the Trustee in order to take such prepayment into account. The City agrees that if, following a
partial prepayment of such Base Rental Payments, the Leased Property is damaged or destroyed or
taken by eminent domain, or a defect in title to the Leased Property is discovered, the City shall not
be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental
Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
(d) If all of the Base Rental Payments are prepaid in accordance with the
provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a)
of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of
Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this
Section and, if applicable, such corresponding provisions, and payment of all other amounts owed
under this Lease Agreement, the term of this Lease Agreement shall be terminated.
(e) Prepayments of Base Rental Payments attributable to the 2017 Bonds made
pursuant to this Section shall be applied to the redemption of the 2017 Bonds as directed by the City
and as provided in Section 4.01 of the Indenture or to the payment of Bonds at maturity in
accordance with Article X of the Indenture.
(f) Before making any prepayment pursuant to this Article, the City shall give
written notice to the Authority and the Trustee specifying the date on which the prepayment will be
made (conditionally or otherwise), which date shall be not less than 30 nor more than 60 days from
the date such notice is given to the Authority.
ARTICLE VIII
COVENANTS
Section 8.01 Right of Entry. The Authority and its assignees shall have the right to enter
upon and to examine and inspect the Leased Property during reasonable business hours (and in
emergencies at all times) for any purpose connected with the Authority’s rights or obligations under
this Lease Agreement, and for all other lawful purposes.
Section 8.02 Liens and Encumbrances. In the event the City shall at any time during the
term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work
to be done or performed or materials to be supplied, in or upon the Leased Property, the City shall
pay, when due, all sums of money that may become due for, or purporting to be for, any labor,
services, materials, supplies or equipment furnished or alleged to have been furnished to or for the
City in, upon or about the Leased Property and which may be secured by a mechanics’,
materialmen’s or other lien against the Leased Property or the Authority’s interest therein, and will
cause each such lien to be fully discharged and released at the time the performance of any obligation
secured by any such lien matures or becomes due, except that, if the City desires to contest any such
lien, it may do so as long as such contestment is in good faith. If any such lien shall be reduced to
final judgment and such judgment or such process as may be issued for the enforcement thereof is
not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and
2017-06-06 Agenda Packet Page 215
16
discharge said judgment. The City shall not create any mortgage, pledge, lien, charge or
encumbrance upon the Leased Property other than Permitted Encumbrances.
Section 8.03 Quiet Enjoyment. The parties hereto mutually covenant that the City, by
keeping and performing the covenants and agreements herein contained, shall at all times during the
term of this Lease Agreement peaceably and quietly have, hold and enjoy the Leased Property
without suit, trouble or hindrance from the Authority.
Section 8.04 Authority Not Liable. The Authority and its directors, officers, agents and
employees, shall not be liable to the City or to any other party whomsoever for any death, injury or
damage that may result to any person or property by or from any cause whatsoever in, on or about
the Leased Property. To the extent permitted by law, the City shall, at its expense, indemnify and
hold the Authority and the Trustee and all directors, members, officers and employees thereof
harmless against and from any and all claims by or on behalf of any person, firm, corporation or
governmental authority arising from the acquisition, construction, occupation, use, operation,
maintenance, possession, conduct or management of or from any work done in or about the Leased
Property or from the subletting of any part thereof, including any liability for violation of conditions,
agreements, restrictions, laws, ordinances, or regulations affecting the Leased Property or the
occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity
seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and
save the Authority and the Trustee and all directors, officers and employees thereof harmless against
and from any and all claims arising from (a) any condition of the Leased Property and the adjoining
sidewalks and passageways, (b) any breach or default on the part of the City in the performance of
any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (c) any act
or negligence of licensees in connection with their use, occupancy or operation of the Leased
Property, or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation
in or about the Leased Property or upon or under the sidewalks and from and against all costs,
reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by
reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of
the person or entity seeking indemnity. In the event that any action or proceeding is brought against
the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any
such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer
employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably
satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.
Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest
of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by
voluntary act or by operation by law or otherwise. The Leased Property may be subleased in whole
or in part by the City subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental
Payments hereunder shall remain the primary obligation of the City;
(b) the City shall, within 30 days after the delivery thereof, furnish or cause to be
furnished to the Authority and the Trustee a true and complete copy of such sublease;
(c) no such sublease by the City shall cause the Leased Property to be used for a
purpose other than a governmental or proprietary function authorized under the provisions of the
Constitution and laws of the State of California;
2017-06-06 Agenda Packet Page 216
17
(d) any sublease of the Leased Property by the City shall explicitly provide that
such sublease is subject to all rights of the Authority under this Lease Agreement, including, the right
to re-enter and re-let the Leased Property or terminate this Lease Agreement upon a default by the
City; and
(e) the City shall furnish the Authority and the Trustee with an Opinion of
Counsel to the effect that such sublease will not, in and of itself, cause the interest on the 2017
Bonds, and any Additional Bonds issued on a tax-exempt basis, to be included in gross income for
federal income tax purposes.
Section 8.06 Title to Leased Property. Upon the termination or expiration of this Lease
Agreement (other than as provided in Section 6.01 and Section 7.01 hereof), and the first date upon
which the Bonds are no longer Outstanding, all right, title and interest in and to the Leased Property
shall vest in the City. Upon any such termination or expiration, the Authority shall execute such
conveyances, deeds and other documents as may be necessary to effect such vesting of record.
Section 8.07 Authority’s Purpose. The Authority covenants that, prior to the discharge of
this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the
purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.
Section 8.08 Representations of the City. The City represents and warrants to the
Authority that (a)the City has the full power and authority to enter into, to execute and to deliver this
Lease Agreement and the Indenture, and to perform all of its duties and obligations hereunder and
thereunder, and has duly authorized the execution and delivery of this Lease Agreement and the
Indenture, and (b) the Leased Property will be used in the performance of essential governmental
functions.
Section 8.09 Representation of the Authority. The Authority represents and warrants to
the City that the Authority has the full power and authority to enter into, to execute and to deliver this
Lease Agreement, the Assignment Agreement and the Indenture, and to perform all of its duties and
obligations hereunder and thereunder, and has duly authorized the execution and delivery of this
Lease Agreement, the Assignment Agreement and the Indenture.
ARTICLE IX
NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 9.01 No Consequential Damages. In no event shall the Authority or the Trustee
be liable for any incidental, indirect, special or consequential damages in connection with or arising
out of this Lease Agreement or the City’s use of the Leased Property.
Section 9.02 Use of the Leased Property. The City will not use, operate or maintain the
Leased Property improperly, carelessly, in violation of any applicable law or in a manner contrary to
that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects
(including, without limitation, with respect to the use, maintenance and operation of the Leased
Property) with all laws of the jurisdictions in which its operations may extend and any legislative,
executive, administrative or judicial body exercising any power or jurisdiction over the Leased
Property; provided, however, that the City may contest in good faith the validity or application of any
2017-06-06 Agenda Packet Page 217
18
such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely
affect the estate of the Authority in and to any of the Leased Property or its interest or rights under
this Lease Agreement.
Section 9.03 Substitution or Release of the Leased Property. The City shall have the
right to substitute alternate real property for any portion of the Leased Property or to release a portion
of the Leased Property from this Lease Agreement upon compliance with the provisions of this
Section 9.03. All costs and expenses incurred in connection with such substitution or release shall be
borne by the City. Notwithstanding any substitution or release of Leased Property pursuant to this
Section 9.03, there shall be no reduction in or abatement of the Base Rental Payments due from the
City hereunder as a result of such substitution or release. Any such substitution or release of any
portion of the Leased Property shall be subject to the following specific conditions, which are hereby
made conditions precedent to such substitution or release:
(a) an independent certified real estate appraiser selected by the City shall have
found (and shall have delivered a certificate to the City and the Trustee setting forth its findings) that
the Leased Property, as constituted after such substitution or release, (i) has an annual fair rental
value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period,
and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds;
(b) the City shall have obtained or caused to be obtained a CLTA or ALTA title
insurance policy or policies with respect to any substituted property in the amount at least equal to
the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements
described in Section 5.02 hereof;
(c) the City shall have provided the Trustee with an Opinion of Counsel to the
effect that such substitution or release will not, in and of itself, cause the interest on the 2017 Bonds,
and any Additional Bonds issued on a tax-exempt basis, to be included in gross income for federal
income tax purposes;
(d) the City, the Authority and the Trustee shall have executed, and the City shall
have caused to be recorded with the San Diego County Recorder, any document necessary to
reconvey to the City the portion of the Leased Property being released and to include any substituted
real property in the description of the Leased Property contained herein and in the Site Lease;
(e) the City shall have provided notice of such substitution or release to each
rating agency then rating the Bonds in accordance with Section 11.14 of the Indenture;
(f) no Event of Default (within the meaning of Article VI hereof) has occurred
and is continuing;
(g) the City will give, or cause to be given, any notice of the occurrence of such
substitution or release required to be given pursuant to the Continuing Disclosure Agreement;
(h) the City will certify to the Trustee that the City has a current need for the
substituted real property; and
2017-06-06 Agenda Packet Page 218
19
(i) the City shall certify to the Trustee that any substitution or release shall not
cause the City to violate any of its covenants, representations and warranties made in this Lease
Agreement.
ARTICLE X
MISCELLANEOUS
Section 10.01 Law Governing. THIS LEASE AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF
CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
Section 10.02 Notices. All written notices, statements, demands, consents, approvals,
authorizations, offers, designations, requests or other communications hereunder shall be given to the
party entitled thereto at its address set forth below, or at such other address as such party may provide
to the other parties in writing from time to time, namely:
If to the City:City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: Director of Finance
If to the Authority: Chula Vista Municipal Financing Authority
276 Fourth Avenue
Chula Vista, California 91910
Attention: Executive Director
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate
answerback or other written acknowledgment, (c) if given by registered or certified mail, return
receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is
deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid,
24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at
the address specified in this Section.
Section 10.03 Validity and Severability. If for any reason this Lease Agreement shall be
held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by
the City, or if for any reason it is held by such a court that any of the covenants and conditions of the
City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term
hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement
under which the Rental Payments are to be paid by the City annually in consideration of the right of
the City to possess, occupy and use the Leased Property, and all of the terms, provisions and
conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions
are contrary to or inconsistent with such holding, shall remain in full force and effect.
Section 10.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to
be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net
2017-06-06 Agenda Packet Page 219
20
return to the Authority, free and clear of any expenses, charges or set-offs whatsoever and
notwithstanding any dispute between the City and the Authority.
Section 10.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of
any type or nature charged to the Authority or affecting the Leased Property or the respective
interests or estates therein; provided, however, that with respect to special assessments or other
governmental charges that may lawfully be paid in installments over a period of years, the City shall
be obligated to pay only such installments as are required to be paid during the term of this Lease
Agreement as and when the same become due.
The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, in
good faith contest any such taxes, assessments, utility and other charges and, in the event of any such
contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the
period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the
City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items,
the interest of the Authority in the Leased Property will be materially endangered or the Leased
Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such
sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full
security against any loss which may result from nonpayment, in form satisfactory to the Authority
and the Trustee.
Section 10.06 Section Headings. All section headings contained herein are for convenience
of reference only and are not intended to define or limit the scope of any provision of this Lease
Agreement.
Section 10.07 Amendments.
(a) This Lease Agreement and the Site Lease may be amended and the rights and
obligations of the Authority and the City hereunder and thereunder may be amended at any time by
an amendment hereto or thereto which shall become binding upon execution and delivery by the
Authority and the City, but only with the prior written consent of the Owners of a majority of the
principal amount of the Bonds then Outstanding pursuant to the Indenture, provided that no such
amendment shall (i) extend the payment date of any Base Rental Payments, reduce the interest
component or principal component of any Base Rental Payments or change the prepayment terms
and provisions, without the prior written consent of the Owner of each Bond so affected, or
(ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is
required for the execution of any amendment of this Lease Agreement or the Site Lease.
(b) This Lease Agreement and the Site Lease and the rights and obligations of the
Authority and the City hereunder and thereunder may also be amended at any time by an amendment
hereto or thereto which shall become binding upon execution by the Authority and the City, without
the written consents of any Owners but only to the extent permitted by law and only for any one or
more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by
the Authority or the City to be observed or performed herein or therein other agreements, conditions,
covenants and terms thereafter to be observed or performed by the Authority or the City, or to
surrender any right or power reserved herein or therein to or conferred herein or therein on the
2017-06-06 Agenda Packet Page 220
21
Authority or the City, and which in either case shall not materially adversely affect the interests of
the Owners, as evidenced by an Opinion of Bond Counsel;
(ii) to make such provisions for the purpose of curing any ambiguity or of
correcting, curing or supplementing any defective provision contained herein or therein or in regard
to questions arising hereunder or thereunder which the Authority or the City may deem desirable or
necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect
the interests of the Owners, as evidenced by an Opinion of Bond Counsel;
(iii) to make such additions, deletions or modifications as may be
necessary or appropriate to assure the exclusion from gross income for federal income tax purposes
of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Leased
Property in accordance with the provisions of Section 9.03 hereof;
(v) to provide for the issuance of Additional Bonds in accordance with
Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto
or thereto as the Authority or the City may deem desirable or necessary, and which shall not
materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel.
Section 10.08 Assignment. The City and the Authority hereby acknowledge the assignment
of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or
approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to
the Assignment Agreement. Any right granted to the Authority hereunder which is assigned to the
Trustee pursuant to the Assignment Agreement may be exercised by the Trustee without the consent
of the Authority. To the extent that this Lease Agreement confers upon or gives or grants the Trustee
any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby
explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right,
remedy or claim conferred, given or granted hereunder.
Section 10.09 Execution. This Lease Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shall constitute but one
and the same Lease Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
2017-06-06 Agenda Packet Page 221
S-1
IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to
be executed by their respective officers thereunto duly authorized, all as of the day and year first
above written.
CITY OF CHULA VISTA
By:
David Bilby
Director of Finance/Treasurer
ATTEST:
Donna Norris
City Clerk
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Gary Halbert
Executive Director
ATTEST:
Donna Norris
Secretary
2017-06-06 Agenda Packet Page 222
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Leased Property conveyed under the foregoing to the
City of Chula Vista, a municipal corporation and a charter city duly organized and existing under the
Constitution and laws of the State of California, is hereby accepted by the undersigned officer or
agent on behalf of the City Council of the City of Chula Vista, pursuant to authority conferred by
resolution of the said City Council adopted on June 6, 2017 and the grantee consents to recordation
thereof by its duly authorized officer.
Dated: July __, 2017 CITY OF CHULA VISTA
By:
Gary Halbert
City Manager
2017-06-06 Agenda Packet Page 223
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 224
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 225
A-1
EXHIBIT A
LEGAL DESCRIPTION OF THE LEASED PROPERTY
LEGAL DESCRIPTION
OTAY RECREATION CENTER
Real Property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THE SOUTHERLY 220 FEET OF THE FOLLOWING DESCRIBED PROPERTY IN THE CITY OF
CHULA VISTA, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA.
ALL THAT PORTION OF SECTION 14 AND 23 TOWNSHIP 18 SOUTH,RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA,
ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 24, 1870,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SAID SECTION 23;THENCE EAST 647.08 FEET TO THE
SOUTHWEST CORNER OF THE LANDS CONVEYED BY WILLIAM BRITTON AND LAURA E.
BRITTON, TO G.W. B.MCDONALD,NOVEMBER 9,1881,BY DEED RECORDED IN BOOK 40,
PAGE 316 OF DEEDS; THENCE NORTH ALONG SAID WEST LINE OF MCDONALD'S LAND
1465.8 FEET,MORE OR LESS,TO THE SOUTHEAST CORNER OF THE LANDS CONVEYED BY
JULIA R.HAWES TO OTAY WATCH COMPANY,A CORPORATION, JUNE 26,1889, BY DEED
RECORDED IN BOOK 150,PAGE 160 OF DEEDS; THENCE WEST ALONG THE SOUTH LINE OF
SAID OTAY WATCH COMPANY'S LAND 647.00 FEET TO ITS INTERSECTION WITH THE EAST
LINE OF OTAY,ACCORDING TO MAP THEREOF NO.263,FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY,JULY 25, 1887, SAID POINT BEING ALSO IN
THE EAST LINE OF LOT 3 OFSAID SECTION 14; THENCE SOUTH ALONG SAID EAST LINE OF
OTAY 1465.8 FEET TO THE POINT OF COMMENCEMENT.
EXCEPTING THEREFROM THE WEST 300.00 FEET.
ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE COUNTY OF
SAN DIEGO IN DEED RECORDED DECEMBER 3,1975 AS FILE NO.75-340708 OF OFFICIAL
RECORDS.
APN:623-230-26-00
2017-06-06 Agenda Packet Page 226
A-2
LEGAL DESCRIPTION
SUNSET VIEW PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 88-3A EASTLAKE SOUTH GREENS, PHASE 2 & 3, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 13292 FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, JANUARY 25, 1996.
APN:643-033-01-00
2017-06-06 Agenda Packet Page 227
A-3
LEGAL DESCRIPTION
CHULA VISTA ANIMAL CARE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
PARCEL ONE: (APN'S:629-060-54-00 AND 629-060-55-00)
THAT PORTION OF THE NORTH HALF, OF THE WEST 330 FEET OF THE EAST 665 FEET
OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23,
TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES
GOVERNMENT SURVEY APPROVED FEBRUARY 25,1870, LYING SOUTHWESTERLY OF
ROAD SURVEY NO. 407 AND SOUTH OF THE SOUTH LINE OF MAIN STREET, AND
SOUTHWESTERLY OF THE 25 FOOT RADIUS ARC CONNECTING THE SOUTH LINE OF
MAIN STREET WITH THE SOUTHWESTERLY LINE OF ROAD SURVEY NO. 407.
EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 13, 1961 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
NORTHERLY OF A LINE PARALLEL WITH AND DISTANT 40 FEET SOUTHERLY OF THE
NORTH LINE OF SAID SOUTHWEST QUARTER OF NORTHWEST QUARTER, AND LYING
WESTERLY OF THE WEST LINE OF THE LAND DESCRIBED IN DEED TO COUNTY OF
SAN DIEGO, RECORDED MARCH 20, 1928 IN BOOK 1465, PAGE 69 OF DEEDS RECORDS
IN SAID OFFICE OF THE COUNTY RECORDER.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 16, 1963 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
SOUTHERLY OF THE SOUTH LINE OF THE NORTH 40 FEET OF SAID SOUTHWEST
QUARTER OF NORTHWEST QUARTER, LYING WESTERLY OF THE WEST LINE OF THE
LAND DESCRIBED IN DEED TO COUNTY OF SAN DIEGO, RECORDED MARCH 20,1928 IN
BOOK 1465, PAGE 69 OF DEEDS RECORDS IN SAID OFFICE OF THE COUNTY
RECORDER, AND LYING NORTHEASTERLY OF A 25 FOOT RADIUS CURVE, CONCAVE
SOUTHWESTERLY THAT IS TANGENT TO BOTH THE SOUTH LINE OF SAID NORTH 40
FEET AND TO SAID WEST LINE OF SAID LAND SO DESCRIBED IN SAID DEED TO
COUNTY OF SAN DIEGO.
2017-06-06 Agenda Packet Page 228
A-4
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCELS:
PARCEL 71-0371-A:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO OTAY LAND
ENTERPRISES BY DEED RECORDED AUGUST 7, 1969 AS FILE NO. 144183 OF OFFICIAL
RECORDS, LYING WITHIN A STRIP OF LAND 102.00 FEET WIDE, 51.00 FEET ON EACH
SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID
NORTHWEST QUARTER OF SECTION 23; THENCE SOUTH 28°01'50" EAST A DISTANCE
OF 81.31 FEET TO ENGINEER'S STATION 70+00 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION HAVING
GRID COORDINATES NORTH 155,301.13 EAST, 1,750,049.64 OF ZONE 6 OF THE
CALIFORNIA COORDINATE SYSTEM BEING THE TRUE POINT OF BEGINNING; THENCE
ALONG THE CENTERLINE OF SAID ROAD SURVEY NO. 1857-2 NORTH 23°24'41" WEST A
DISTANCE OF 334.56 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 67°35'19" AN ARC DISTANCE OF 943.71 FEET;
THENCE TANGENT TO SAID CURVE SOUTH 89°00'00" WEST A DISTANCE OF 370.46
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 91°40'17" AN ARC DISTANCE OF 1279.97 FEET; THENCE TANGENT
TO THE PRECEDING CURVE NORTH 0°40'17" EAST A DISTANCE OF 180.04 FEET TO A
POINT, BEING ENGINEER'S STATION 101+OS.74 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2, SAID POINT BEING 9.00 FEET EASTERLY, MEASURED AT RIGHT
ANGLES TO THE PRECEDING LINE, OF THE NORTHEAST CORNER OF LOT 25 OF
BLOCK 6 OF OTAY ACCORDING TO MAP THEREOF NO. 263 ON FILE IN THE OFFICE OF
THE RECORDER OF SAN DIEGO COUNTY.
PARCEL 71-0371-B:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING WITHIN A STRIP OF LAND 42.00 FEET WIDE, LYING WESTERLY OF
AND ADJOINING THE FOLLOWING DESCRIBED LINE:
BEGINNING AT ENGINEER'S STATION 78+59.92 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION BEING ON A
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE
ALONG THE PROLONGATION OF A RADIAL OF SAID CURVE NORTH 28°57'44" EAST A
DISTANCE OF 106.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
WESTERLY AND HAVING A RADIUS OF 120.00 FEET; THENCE ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 54°22'00" AN ARC DISTANCE OF 113.5 FEET TO A
POINT ON THE CENTERLINE OF ROAD SURVEY NO. 407; THENCE ALONG SAID
2017-06-06 Agenda Packet Page 229
A-5
CENTERLINE, BEING TANGENT TO THE PRECEDING CURVE, NORTH 25°24'16" WEST A
DISTANCE OF 80.04 FEET.
EXCEPTING THEREFROM FROM ANY PORTION THEREOF LYING WITHIN THE
HEREINBEFORE DESCRIBED PARCEL 71-0371-A.
PARCEL 71-0371-C:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING SOUTHEASTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B.
PARCEL 71-0371-D:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING NORTHERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-A,
WESTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B AND SOUTHERLY OF A
20.00 FOOT RADIUS CURVE, CONCAVE NORTHERLY, SAID CURVE BEING TANGENT TO
THE NORTHERLY LINE OF SAID PARCEL 71-0371-A AND TANGENT TO THE WESTERLY
LINE OF SAID PARCEL 71-0371-B.
PARCEL TWO: (APN: 629-060-74-00)
PARCEL 3 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN
DIEGO COUNTY, ON NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS.
PARCEL TWO-A:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG, AND ACROSS A STRIP OF LAND 10.00 FEET IN WIDTH LYING WITHIN PARCEL
2 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY OF SAN
DIEGO COUNTY, NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS,
THE SOUTHERLY AND EASTERLY LINE OF SAID STRIP BEING DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL; THENCE ALONG THE
BOUNDARY OF SAID PARCEL AS FOLLOWS:
NORTH 89°35'06" EAST, 126.36 FEET; NORTH 01°24'54" WEST, 11.00 FEET; NORTH
88°35'06" EAST, 21.73 FEET TO THE BEGINNING OF A NON-TANGENT 851.00 FOOT
RADIUS CURVE, CONCAVE SOUTHERLY, A RADIAL LINE OF SAID CURVE BEARS
NORTH 01°24'54" WEST TO SAID POINT; AND EASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 01°06'50" A DISTANCE OF 16.54 FEET TO THE
MOST EASTERLY, SOUTHEAST CORNER OF SAID PARCEL 2.
PARCEL TWO-B:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG AND ACROSS THE WEST 10 FEET OF PARCEL 2 OF PARCEL MAP NO. 10674, IN
2017-06-06 Agenda Packet Page 230
A-6
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, ON NOVEMBER 6, 1980 AS
FILE NO. 80-375149 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN PARCEL TWO-A
HEREINABOVE DESCRIBED.
2017-06-06 Agenda Packet Page 231
A-7
LEGAL DESCRIPTION
VETERANS PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT D OF CHULA VISTA TRACT NO. 90-07, SUNBOW, PHASE 1C, UNITS 5,6,13,14 AND
15, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO THE MAP THEREOF NO. 13917, RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, ON JANUARY 20, 2000 AS INSTRUMENT
NO. 2000-0029050.
APN: 641-122-10-00
2017-06-06 Agenda Packet Page 232
A-8
LEGAL DESCRIPTION
PARKING GARAGE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 ACCORDING TO MAP NO. 10505 RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON OCTOBER 22, 1982 AS FILE/PAGE NO.
82-326160.
EXCEPTING THEREFROM THAT PORTION OF THE LAND CONVEYED TO PARK
CENTRE, A CALIFORNIA GENERAL PARTNERSHIP RECORDED ON MAY 26, 1989 IN
DOCUMENT NO. 89-280076, OF OFFICIAL RECORDS.
APN: 568-270-29-00
2017-06-06 Agenda Packet Page 233
A-9
LEGAL DESCRIPTION
CIVIC CENTER LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THOSE PORTIONS OF LOTS 9 AND 16 IN QUARTER SECTION 137 OF RANCHO DE LA
NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 505, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, MARCH 13, 1888, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 16; THENCE NORTH 70
DEG. 59'18" EAST ALONG THE SOUTHERLY LINE OF SAID LOT A DISTANCE OF 591.35
FEET TO THE WESTERLY LINE OF THE EASTERLY 30 FEET OF SAID LOT; THENCE
NORTH 18 DEG. 46'14" WEST ALONG SAID WESTERLY LINE AND NORTHERLY
PROLONGATION THEREOF 295.44 FEET TO THE NORTHERLY LINE OF THE
SOUTHERLY 5 FEET OF SAID LOT 9; THENCE SOUTH 70 DEG. 59'24" WEST ALONG SAID
NORTHERLY LINE 591.12 FEET TO THE WESTERLY LINE OF SAID LOT 9; THENCE
ALONG THE WESTERLY LINE OF SAID
APN: 568-153-02-00
2017-06-06 Agenda Packet Page 234
A-10
LEGAL DESCRIPTION
SANTA VENETIA PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT C OF "CHULA VISTA TRACT NO. 02-05 OTAY RANCH -VILLAGE 6 UNIT 1 "A" MAP
NO. 1", IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14446, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY SEPTEMBER 18, 2002.
APN: 643-051-27-00
2017-06-06 Agenda Packet Page 235
A-11
LEGAL DESCRIPTION
MOUNTAIN HAWK PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT "HH" OF CITY OF CHULA VISTA TRACT NO. 01-09, EASTLAKE III VISTAS PHASE 2,
IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO.
14404, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
JUNE 5, 2002.
APN: 643-518-02-00
2017-06-06 Agenda Packet Page 236
A-12
LEGAL DESCRIPTION
SALT CREEK RECREATION CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS 209 AND 210 OF CHULA VISTA TRACT NO. 00-03 EASTLAKE TRAILS,
NEIGHBORHOODS TN-5 AND TN-6 IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14155, FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AS FILE NO.
2001-0126033, MARCH 6, 2001 AND AMENDED BY CERTIFICATE OF CORRECTION
RECORDED OCTOBER 21, 2002 AS INSTRUMENT NO. 2002-0917028 OF OFFICIAL
RECORDS.
APN: 643-483-02-00 643-483-03-00
2017-06-06 Agenda Packet Page 237
A-13
LEGAL DESCRIPTION
HERITAGE PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS "N" AND "O" OF CHULA VISTA TRACT NO. 96-04A, OTAY RANCH, VILLAGE 1 "A"
MAP NO. 2 IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF 13990 FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 27, 2000.
EXCEPTING THEREFROM ANY AND ALL OIL RIGHTS, MINERALS, MINERAL RIGHTS,
NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME
KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL
PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR
UNDER THE LAND CONVEYED THEREBY, TOGETHER WITH THE PERPETUAL RIGHT
OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN
AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE
RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER
THAN THE LAND CONVEYED THEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS
INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND CONVEYED THEREBY,
AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND
OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL,
MINE STORE EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500
FEET OF THE SUBSURFACE OF THE LAND CONVEYED THEREBY, AS RESERVED IN
DEED RECORDED DECEMBER 9, 1999 AS FILE NO. 1999-0801542 OF OFFICIAL RECORDS.
APN: 642-560-10-00 and 642-560-11-00
2017-06-06 Agenda Packet Page 238
A-14
LEGAL DESCRIPTION
SOUTH CHULA VISTA LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE
SOUTH EAST QUARTER OF SECTION 15, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 239
A-15
LEGAL DESCRIPTION
NORMAN SENIOR CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF LOT 19 IN SECTION 137, TRACT MAP 505, IN THE CITY OF CHULA
VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 240
B-1
EXHIBIT B
BASE RENTAL PAYMENT SCHEDULE
Date*Principal Component Interest Component Total Base Rental
___________
*Base Rental Deposit Date is 5 Business Days prior to each of the dates listed above and the Base Rental Payments
due shall be deposited with the Trustee not later than the Base Rental Deposit Date.
2017-06-06 Agenda Packet Page 241
Stradling Yocca Carlson & Rauth
Draft of 6/1/17
RECORDING REQUESTED BY:
Chula Vista Municipal Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Robert J. Whalen, Esq.
[Space above for Recorder’s use.]
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT
TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS
EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA
GOVERNMENT CODE.
THE GRANTOR AND THE GRANTEE ARE GOVERNMENTAL AGENCIES. THE LEASE TERM IS LESS
THAN 35 YEARS.
SITE LEASE
by and between
CITY OF CHULA VISTA
and
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
Dated as of July 1, 2017
Relating to
$_________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
2017-06-06 Agenda Packet Page 242
SITE LEASE
THIS SITE LEASE (this “Site Lease”), executed and entered into as of July 1, 2017, is by
and between the CITY OF CHULA VISTA (the “City”), a municipal corporation and a charter city
duly organized and existing under the Constitution and laws of the State of California, as lessor, and
the CHULA VISTA MUNICIPAL FINANCING AUTHORITY, a joint exercise of powers authority
duly organized and existing under the laws of the State of California (the “Authority”), as lessee.
WITNESSETH:
WHEREAS, the Authority is issuing its Chula Vista Municipal Financing Authority 2017
Lease Revenue Bonds (the “Bonds”) to finance the costs of the acquisition, construction, equipping
and installation of certain capital improvements to the City buildings and infrastructure (the
“Project”) as further described in the Lease Agreement (defined below); and;
WHEREAS, in order to facilitate the issuance of the Bonds and the financing of the Project,
the City will lease certain real property and the improvements located thereon (the “Leased
Property”) to the Authority pursuant to this Site Lease, and the City will sublease the Leased
Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof and
being recorded concurrently herewith (the “Lease Agreement”);
WHEREAS, the Leased Property is more particularly described in Exhibit A hereto;
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide the funds necessary to finance the Project through the
issuance by the Authority of the Bonds payable from the base rental payments (the “Base Rental
Payments”) to be made by the City under the Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide for the issuance of the Bonds pursuant to an Indenture, dated
as of the date hereof, by and among the Authority, the City and U.S. Bank National Association, as
trustee (the “Trustee”);
WHEREAS, all rights to receive the Base Rental Payments are being assigned, without
recourse,by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date
hereof (the “Assignment Agreement”) and being recorded concurrently herewith;
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to
have been performed precedent to and in connection with the execution and entering into of this Site
Lease do exist, have happened and have been performed in regular and due time, form and manner as
required by law, and the parties hereto are now duly authorized to execute and enter into this Site
Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
2017-06-06 Agenda Packet Page 243
2
ARTICLE I
DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words
and phrases defined in Article I of the Lease Agreement shall have the same meaning in this Site
Lease.
ARTICLE II
LEASE OF THE LEASED PROPERTY; RENTAL
Section 2.01 Lease of Leased Property. The City hereby leases to the Authority, and the
Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Leased
Property, subject only to Permitted Encumbrances, to have and to hold for the term of this Site Lease.
Section 2.02 Rental. The Authority shall cause to be paid to the Trustee for the benefit of
the City as and for rental of the Leased Property hereunder, the sum of $_________, the receipt of
which is hereby acknowledged.
Section 2.03 Purpose. The Authority shall use the Leased Property solely for the purpose
of subleasing the same to the City pursuant to the Lease Agreement; provided that, in the event of
default by the City under the Lease Agreement, the Authority may exercise the remedies provided in
the Lease Agreement.
ARTICLE III
QUIET ENJOYMENT; DEFAULT
Section 3.01 Quiet Enjoyment. The parties intend that the Leased Property will be leased
back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to
the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease
Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Site
Lease to (a) take possession of the Leased Property, (b) if it deems it appropriate, cause an appraisal
of the Leased Property and a study of the then reasonable use thereof to be undertaken, and (c) relet
the Leased Property. Subject to any rights the City may have under the Lease Agreement (in the
absence of an event of default) to possession and enjoyment of the Leased Property, the City hereby
covenants and agrees that it will not take any action to prevent the Authority from having quiet and
peaceable possession and enjoyment of the Leased Property during the term hereof and will, at the
request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any
legal action in which the Authority asserts its right to such possession and enjoyment.
Section 3.02 Default. In the event the Authority shall be in default in the performance of
any obligation on its part to be performed under the terms hereof, which default continues for thirty
(30) days following notice and demand for correction thereof to the Authority, the City may exercise
any and all remedies granted by law, except that no merger of this Site Lease and of the Lease
Agreement shall be deemed to occur as a result thereof; provided that, so long as the Bonds executed
and delivered pursuant to the Indenture are Outstanding, the City shall have no power to terminate
this Site Lease by reason of any default on the part of the Authority, if such termination would affect
2017-06-06 Agenda Packet Page 244
3
or impair any assignment of the Lease Agreement then in effect between the Authority and the
Trustee.
ARTICLE IV
SPECIAL COVENANTS AND PROVISIONS
Section 4.01 Waste. The Authority agrees that at all times that it is in possession of the
Leased Property, it will not commit, suffer or permit any waste on the Leased Property, and that it
will not willfully or knowingly use or permit the use of the Leased Property for any illegal purpose or
act.
Section 4.02 Further Assurances and Corrective Instruments. The City and the
Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such supplements hereto and such further instruments as may
reasonably be required for correcting any inadequate or incorrect description of the Leased Property
hereby leased or intended so to be leased or for carrying out the expressed intention of this Site
Lease, the Indenture and the Lease Agreement.
Section 4.03 Waiver of Personal Liability. All liabilities under this Site Lease on the part
of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the
City hereby releases each and every director, officer and employee of the Authority of and from any
personal or individual liability under this Site Lease. No director, officer or employee of the
Authority shall at any time or under any circumstances be individually or personally liable under this
Site Lease to the City or to any other party whomsoever for anything done or omitted to be done by
the Authority hereunder.
All liabilities under this Site Lease on the part of the City shall be solely liabilities of the City
as a municipal corporation, and the Authority hereby releases each and every member, officer and
employee of the City of and from any personal or individual liability under this Site Lease. No
member, officer or employee of the City shall at any time or under any circumstances be individually
or personally liable under this Site Lease to the Authority or to any other party whomsoever for
anything done or omitted to be done by the City hereunder.
Section 4.04 Taxes. The City covenants and agrees to pay any and all assessments of any
kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the
Leased Property.
Section 4.05 Right of Entry. The City reserves the right for any of its duly authorized
representatives to enter upon the Leased Property at any reasonable time to inspect the same.
Section 4.06 Representations of the City. The City represents and warrants to the
Authority and the Trustee, as the assignee of the Authority’s rights hereunder, as follows:
(a) the City has the full power and authority to enter into, to execute and to
deliver this Site Lease, and to perform all of its duties and obligations hereunder, and has duly
authorized the execution of this Site Lease;
2017-06-06 Agenda Packet Page 245
4
(b) except for Permitted Encumbrances, the Leased Property is not subject to any
dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or
encumbrance which would prohibit or materially interfere with the use of the Leased Property for
governmental purposes as contemplated by the City;
(c) all taxes, assessments or impositions of any kind with respect to the Leased
Property, except current taxes, have been paid in full; and
(d) the Leased Property is necessary to the City in order for the City to perform
its governmental functions.
Section 4.07 Representations of the Authority. The Authority represents and warrants to
the City and the Trustee, as its assignee hereunder,that the Authority has the full power and authority
to enter into, to execute and to deliver this Site Lease, and to perform all of its duties and obligations
hereunder, and has duly authorized the execution and delivery of this Site Lease.
Section 4.08 Eminent Domain. In the event the whole or any portion of the Leased
Property is taken by eminent domain proceedings, the interest of the Authority shall be recognized
and is hereby determined to be the amount of the then unpaid Base Rental Payments payable under
the Lease Agreement, and the amount of the unpaid Additional Rental Payments due under the Lease
Agreement, and any condemnation proceeds paid shall first be applied to the payment of the Base
Rental Payments and the Additional Rental Payments, with the balance of the award, if any, being
paid to the City.
ARTICLE V
ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing. This Site Lease may be sold or assigned and
the Leased Property subleased, as a whole or in part, by the Authority without the necessity of
obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The
Authority shall, within 30 days after such an assignment or sublease, furnish or cause to be furnished
to the City a true and correct copy of such assignment or sublease, as the case may be.
Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted
Encumbrances, it will not mortgage, sell, encumber, assign, transfer or convey the Leased Property
or any portion thereof during the term of this Site Lease.
ARTICLE VI
TERM; TERMINATION
Section 6.01 Term. The term of this Site Lease shall commence on the date of issuance of
the Bonds and shall remain in full force and effect from such date to and including May 1, 2027
unless such term is extended or sooner terminated as hereinafter provided.
Section 6.02 Extension; Early Termination. If, on May 1, 2027, the Bonds shall not be
fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture
shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement
2017-06-06 Agenda Packet Page 246
5
shall have been abated at any time, then the term of this Site Lease shall be automatically extended
until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with
Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of
this Site Lease shall in no event be extended beyond May 1, 2037. If, prior to May 1, 2027 all Bonds
shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the
Indenture shall be discharged by its terms, the term of this Site Lease shall end simultaneously
therewith.
Section 6.03 Surrender Upon Termination. The Authority agrees, upon the termination
hereof, to quit and surrender the Leased Property in the same good order and condition as the same
was in at the time of commencement of the terms hereunder, reasonable wear and tear excepted, and
agrees that any permanent improvements to the Leased Property at the time of the termination hereof
shall remain thereon and title thereto shall vest in the City.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Binding Effect. This Site Lease shall inure to the benefit of and shall be
binding upon the City, the Authority and their respective successors and assigns.
Section 7.02 Severability. In the event any provision of this Site Lease shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 7.03 Amendments, Changes and Modifications. This Site Lease may be
amended, changed, modified, altered or terminated only in accordance with the provisions of
Section 10.07 of the Lease Agreement.
Section 7.04 Assignment to Trustee. The Authority and City acknowledge that,
concurrently with the execution of this Site Lease, the Authority is assigning its right, title and
interest in and to this Site Lease (but none of its obligations and none of its rights to provide consents
or approvals hereunder) to the Trustee pursuant to the Assignment Agreement. The City consents to
such assignment.
Section 7.05 Execution In Counterparts. This Site Lease may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
Section 7.06 Applicable Law. This Site Lease shall be governed by and construed in
accordance with the laws of the State of California.
Section 7.07 Captions. The captions or headings in this Site Lease are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of this
Site Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
2017-06-06 Agenda Packet Page 247
S-1
IN WITNESS WHEREOF, the Authority and the City have caused this Site Lease to be
executed by their respective officers hereunto duly authorized, all as of the day and year first above
written.
CITY OF CHULA VISTA
By:
David Bilby
Director of Finance/Treasurer
ATTEST:
Donna Norris
City Clerk
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Gary Halbert
Executive Director
ATTEST:
Donna Norris
Secretary
2017-06-06 Agenda Packet Page 248
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the Chula
Vista Municipal Financing Authority (the “Authority”), a body corporate and politic, is hereby
accepted by the undersigned officer or agent on behalf of the Board of Directors of the Authority (the
“Board”), pursuant to authority conferred by a resolution of said Board adopted on June 6, 2017, and
the grantee consents to recordation thereof by its duly authorized officer.
Dated: July __, 2017 CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Gary Halbert
Executive Director
2017-06-06 Agenda Packet Page 249
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 250
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 251
A-1
EXHIBIT A
LEGAL DESCRIPTION OF THE LEASED PROPERTY
LEGAL DESCRIPTION
OTAY RECREATION CENTER
Real Property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THE SOUTHERLY 220 FEET OF THE FOLLOWING DESCRIBED PROPERTY IN THE CITY OF
CHULA VISTA, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA.
ALL THAT PORTION OF SECTION 14 AND 23 TOWNSHIP 18 SOUTH,RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA,
ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 24, 1870,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SAID SECTION 23;THENCE EAST 647.08 FEET TO THE
SOUTHWEST CORNER OF THE LANDS CONVEYED BY WILLIAM BRITTON AND LAURA E.
BRITTON, TO G.W. B.MCDONALD,NOVEMBER 9,1881,BY DEED RECORDED IN BOOK 40,
PAGE 316 OF DEEDS; THENCE NORTH ALONG SAID WEST LINE OF MCDONALD'S LAND
1465.8 FEET,MORE OR LESS,TO THE SOUTHEAST CORNER OF THE LANDS CONVEYED BY
JULIA R.HAWES TO OTAY WATCH COMPANY,A CORPORATION, JUNE 26,1889, BY DEED
RECORDED IN BOOK 150,PAGE 160 OF DEEDS; THENCE WEST ALONG THE SOUTH LINE OF
SAID OTAY WATCH COMPANY'S LAND 647.00 FEET TO ITS INTERSECTION WITH THE EAST
LINE OF OTAY,ACCORDING TO MAP THEREOF NO.263,FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY,JULY 25, 1887, SAID POINT BEING ALSO IN
THE EAST LINE OF LOT 3 OFSAID SECTION 14; THENCE SOUTH ALONG SAID EAST LINE OF
OTAY 1465.8 FEET TO THE POINT OF COMMENCEMENT.
EXCEPTING THEREFROM THE WEST 300.00 FEET.
ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE COUNTY OF
SAN DIEGO IN DEED RECORDED DECEMBER 3,1975 AS FILE NO.75-340708 OF OFFICIAL
RECORDS.
APN:623-230-26-00
2017-06-06 Agenda Packet Page 252
A-2
LEGAL DESCRIPTION
SUNSET VIEW PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 88-3A EASTLAKE SOUTH GREENS, PHASE 2 & 3, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 13292 FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, JANUARY 25, 1996.
APN:643-033-01-00
2017-06-06 Agenda Packet Page 253
A-3
LEGAL DESCRIPTION
CHULA VISTA ANIMAL CARE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
PARCEL ONE: (APN'S:629-060-54-00 AND 629-060-55-00)
THAT PORTION OF THE NORTH HALF, OF THE WEST 330 FEET OF THE EAST 665 FEET
OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23,
TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES
GOVERNMENT SURVEY APPROVED FEBRUARY 25,1870, LYING SOUTHWESTERLY OF
ROAD SURVEY NO. 407 AND SOUTH OF THE SOUTH LINE OF MAIN STREET, AND
SOUTHWESTERLY OF THE 25 FOOT RADIUS ARC CONNECTING THE SOUTH LINE OF
MAIN STREET WITH THE SOUTHWESTERLY LINE OF ROAD SURVEY NO. 407.
EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 13, 1961 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
NORTHERLY OF A LINE PARALLEL WITH AND DISTANT 40 FEET SOUTHERLY OF THE
NORTH LINE OF SAID SOUTHWEST QUARTER OF NORTHWEST QUARTER, AND LYING
WESTERLY OF THE WEST LINE OF THE LAND DESCRIBED IN DEED TO COUNTY OF
SAN DIEGO, RECORDED MARCH 20, 1928 IN BOOK 1465, PAGE 69 OF DEEDS RECORDS
IN SAID OFFICE OF THE COUNTY RECORDER.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 16, 1963 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
SOUTHERLY OF THE SOUTH LINE OF THE NORTH 40 FEET OF SAID SOUTHWEST
QUARTER OF NORTHWEST QUARTER, LYING WESTERLY OF THE WEST LINE OF THE
LAND DESCRIBED IN DEED TO COUNTY OF SAN DIEGO, RECORDED MARCH 20,1928 IN
BOOK 1465, PAGE 69 OF DEEDS RECORDS IN SAID OFFICE OF THE COUNTY
RECORDER, AND LYING NORTHEASTERLY OF A 25 FOOT RADIUS CURVE, CONCAVE
SOUTHWESTERLY THAT IS TANGENT TO BOTH THE SOUTH LINE OF SAID NORTH 40
FEET AND TO SAID WEST LINE OF SAID LAND SO DESCRIBED IN SAID DEED TO
COUNTY OF SAN DIEGO.
2017-06-06 Agenda Packet Page 254
A-4
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCELS:
PARCEL 71-0371-A:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO OTAY LAND
ENTERPRISES BY DEED RECORDED AUGUST 7, 1969 AS FILE NO. 144183 OF OFFICIAL
RECORDS, LYING WITHIN A STRIP OF LAND 102.00 FEET WIDE, 51.00 FEET ON EACH
SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID
NORTHWEST QUARTER OF SECTION 23; THENCE SOUTH 28°01'50" EAST A DISTANCE
OF 81.31 FEET TO ENGINEER'S STATION 70+00 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION HAVING
GRID COORDINATES NORTH 155,301.13 EAST, 1,750,049.64 OF ZONE 6 OF THE
CALIFORNIA COORDINATE SYSTEM BEING THE TRUE POINT OF BEGINNING; THENCE
ALONG THE CENTERLINE OF SAID ROAD SURVEY NO. 1857-2 NORTH 23°24'41" WEST A
DISTANCE OF 334.56 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 67°35'19" AN ARC DISTANCE OF 943.71 FEET;
THENCE TANGENT TO SAID CURVE SOUTH 89°00'00" WEST A DISTANCE OF 370.46
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 91°40'17" AN ARC DISTANCE OF 1279.97 FEET; THENCE TANGENT
TO THE PRECEDING CURVE NORTH 0°40'17" EAST A DISTANCE OF 180.04 FEET TO A
POINT, BEING ENGINEER'S STATION 101+OS.74 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2, SAID POINT BEING 9.00 FEET EASTERLY, MEASURED AT RIGHT
ANGLES TO THE PRECEDING LINE, OF THE NORTHEAST CORNER OF LOT 25 OF
BLOCK 6 OF OTAY ACCORDING TO MAP THEREOF NO. 263 ON FILE IN THE OFFICE OF
THE RECORDER OF SAN DIEGO COUNTY.
PARCEL 71-0371-B:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING WITHIN A STRIP OF LAND 42.00 FEET WIDE, LYING WESTERLY OF
AND ADJOINING THE FOLLOWING DESCRIBED LINE:
BEGINNING AT ENGINEER'S STATION 78+59.92 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION BEING ON A
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE
ALONG THE PROLONGATION OF A RADIAL OF SAID CURVE NORTH 28°57'44" EAST A
DISTANCE OF 106.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
WESTERLY AND HAVING A RADIUS OF 120.00 FEET; THENCE ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 54°22'00" AN ARC DISTANCE OF 113.5 FEET TO A
POINT ON THE CENTERLINE OF ROAD SURVEY NO. 407; THENCE ALONG SAID
2017-06-06 Agenda Packet Page 255
A-5
CENTERLINE, BEING TANGENT TO THE PRECEDING CURVE, NORTH 25°24'16" WEST A
DISTANCE OF 80.04 FEET.
EXCEPTING THEREFROM FROM ANY PORTION THEREOF LYING WITHIN THE
HEREINBEFORE DESCRIBED PARCEL 71-0371-A.
PARCEL 71-0371-C:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING SOUTHEASTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B.
PARCEL 71-0371-D:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING NORTHERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-A,
WESTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B AND SOUTHERLY OF A
20.00 FOOT RADIUS CURVE, CONCAVE NORTHERLY, SAID CURVE BEING TANGENT TO
THE NORTHERLY LINE OF SAID PARCEL 71-0371-A AND TANGENT TO THE WESTERLY
LINE OF SAID PARCEL 71-0371-B.
PARCEL TWO: (APN: 629-060-74-00)
PARCEL 3 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN
DIEGO COUNTY, ON NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS.
PARCEL TWO-A:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG, AND ACROSS A STRIP OF LAND 10.00 FEET IN WIDTH LYING WITHIN PARCEL
2 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY OF SAN
DIEGO COUNTY, NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS,
THE SOUTHERLY AND EASTERLY LINE OF SAID STRIP BEING DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL; THENCE ALONG THE
BOUNDARY OF SAID PARCEL AS FOLLOWS:
NORTH 89°35'06" EAST, 126.36 FEET; NORTH 01°24'54" WEST, 11.00 FEET; NORTH
88°35'06" EAST, 21.73 FEET TO THE BEGINNING OF A NON-TANGENT 851.00 FOOT
RADIUS CURVE, CONCAVE SOUTHERLY, A RADIAL LINE OF SAID CURVE BEARS
NORTH 01°24'54" WEST TO SAID POINT; AND EASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 01°06'50" A DISTANCE OF 16.54 FEET TO THE
MOST EASTERLY, SOUTHEAST CORNER OF SAID PARCEL 2.
PARCEL TWO-B:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG AND ACROSS THE WEST 10 FEET OF PARCEL 2 OF PARCEL MAP NO. 10674, IN
2017-06-06 Agenda Packet Page 256
A-6
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, ON NOVEMBER 6, 1980 AS
FILE NO. 80-375149 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN PARCEL TWO-A
HEREINABOVE DESCRIBED.
2017-06-06 Agenda Packet Page 257
A-7
LEGAL DESCRIPTION
VETERANS PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT D OF CHULA VISTA TRACT NO. 90-07, SUNBOW, PHASE 1C, UNITS 5,6,13,14 AND
15, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO THE MAP THEREOF NO. 13917, RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, ON JANUARY 20, 2000 AS INSTRUMENT
NO. 2000-0029050.
APN: 641-122-10-00
2017-06-06 Agenda Packet Page 258
A-8
LEGAL DESCRIPTION
PARKING GARAGE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 ACCORDING TO MAP NO. 10505 RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON OCTOBER 22, 1982 AS FILE/PAGE NO.
82-326160.
EXCEPTING THEREFROM THAT PORTION OF THE LAND CONVEYED TO PARK
CENTRE, A CALIFORNIA GENERAL PARTNERSHIP RECORDED ON MAY 26, 1989 IN
DOCUMENT NO. 89-280076, OF OFFICIAL RECORDS.
APN: 568-270-29-00
2017-06-06 Agenda Packet Page 259
A-9
LEGAL DESCRIPTION
CIVIC CENTER LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THOSE PORTIONS OF LOTS 9 AND 16 IN QUARTER SECTION 137 OF RANCHO DE LA
NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 505, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, MARCH 13, 1888, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 16; THENCE NORTH 70
DEG. 59'18" EAST ALONG THE SOUTHERLY LINE OF SAID LOT A DISTANCE OF 591.35
FEET TO THE WESTERLY LINE OF THE EASTERLY 30 FEET OF SAID LOT; THENCE
NORTH 18 DEG. 46'14" WEST ALONG SAID WESTERLY LINE AND NORTHERLY
PROLONGATION THEREOF 295.44 FEET TO THE NORTHERLY LINE OF THE
SOUTHERLY 5 FEET OF SAID LOT 9; THENCE SOUTH 70 DEG. 59'24" WEST ALONG SAID
NORTHERLY LINE 591.12 FEET TO THE WESTERLY LINE OF SAID LOT 9; THENCE
ALONG THE WESTERLY LINE OF SAID
APN: 568-153-02-00
2017-06-06 Agenda Packet Page 260
A-10
LEGAL DESCRIPTION
SANTA VENETIA PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT C OF "CHULA VISTA TRACT NO. 02-05 OTAY RANCH -VILLAGE 6 UNIT 1 "A" MAP
NO. 1", IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14446, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY SEPTEMBER 18, 2002.
APN: 643-051-27-00
2017-06-06 Agenda Packet Page 261
A-11
LEGAL DESCRIPTION
MOUNTAIN HAWK PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT "HH" OF CITY OF CHULA VISTA TRACT NO. 01-09, EASTLAKE III VISTAS PHASE 2,
IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO.
14404, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
JUNE 5, 2002.
APN: 643-518-02-00
2017-06-06 Agenda Packet Page 262
A-12
LEGAL DESCRIPTION
SALT CREEK RECREATION CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS 209 AND 210 OF CHULA VISTA TRACT NO. 00-03 EASTLAKE TRAILS,
NEIGHBORHOODS TN-5 AND TN-6 IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14155, FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AS FILE NO.
2001-0126033, MARCH 6, 2001 AND AMENDED BY CERTIFICATE OF CORRECTION
RECORDED OCTOBER 21, 2002 AS INSTRUMENT NO. 2002-0917028 OF OFFICIAL
RECORDS.
APN: 643-483-02-00 643-483-03-00
2017-06-06 Agenda Packet Page 263
A-13
LEGAL DESCRIPTION
HERITAGE PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS "N" AND "O" OF CHULA VISTA TRACT NO. 96-04A, OTAY RANCH, VILLAGE 1 "A"
MAP NO. 2 IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF 13990 FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 27, 2000.
EXCEPTING THEREFROM ANY AND ALL OIL RIGHTS, MINERALS, MINERAL RIGHTS,
NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME
KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL
PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR
UNDER THE LAND CONVEYED THEREBY, TOGETHER WITH THE PERPETUAL RIGHT
OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN
AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE
RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER
THAN THE LAND CONVEYED THEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS
INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND CONVEYED THEREBY,
AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND
OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL,
MINE STORE EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500
FEET OF THE SUBSURFACE OF THE LAND CONVEYED THEREBY, AS RESERVED IN
DEED RECORDED DECEMBER 9, 1999 AS FILE NO. 1999-0801542 OF OFFICIAL RECORDS.
APN: 642-560-10-00 and 642-560-11-00
2017-06-06 Agenda Packet Page 264
A-14
LEGAL DESCRIPTION
SOUTH CHULA VISTA LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE
SOUTH EAST QUARTER OF SECTION 15, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 265
A-15
LEGAL DESCRIPTION
NORMAN SENIOR CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF LOT 19 IN SECTION 137, TRACT MAP 505, IN THE CITY OF CHULA
VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 266
Stradling Yocca Carlson & Rauth
Draft of 6/1/17
1
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement dated as of July 1, 2017 (the “Disclosure
Agreement”) is executed and delivered by the City of Chula Vista (the “City”) and Willdan Financial
Services (the “Dissemination Agent”) in connection with the execution and delivery of $________
Chula Vista Municipal Financing Authority 2017 Lease Revenue Bonds (the “Bonds”). The Bonds
are being executed pursuant to an Indenture dated as of July 1, 2017, as ( the “Indenture”), by and
among the City, U.S. Bank National Association, as trustee (the “Trustee”) and the Chula Vista
Municipal Financing Authority (the “Authority”). The City covenants as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the City for the benefit of the Owners and Beneficial Owners of the Bonds
and in order to assist the Participating Underwriter in complying with the Rule (defined below).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Agreement.
“Beneficial Owner” shall mean any person which has the power, directly or indirectly, to
vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries).
“Disclosure Representative” shall mean the City Manager, Deputy City Manager, Chief
Financial Officer, Director of Finance/Treasurer of the City or the designee of any one of such
officers, or such other officer or employee as the City Manager shall designate in writing from time
to time.
“Dissemination Agent” shall mean Willdan Financial Services, or any successor
dissemination agent designated in writing by the City Manager and which has filed with the City a
written acceptance of such designation.
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Listed Events” shall mean any of the events listed in Sections 5(a) and 5(b) of this
Disclosure Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board and any successor entity
designated under the Rule as the repository for filings made pursuant to the Rule.
“Official Statement” shall mean the Official Statement relating to the Bonds dated
_________, 2017.
“Participating Underwriter” shall mean J.P. Morgan Securities LLC.
2017-06-06 Agenda Packet Page 267
2
“Repository” shall mean the MSRB or any other entity designated or authorized by the
Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise
designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to
be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“State” shall mean the State of California.
SECTION 3. Provision of Annual Reports.
(a) The City shall, or, upon delivery of the Annual Report to the Dissemination Agent,
shall cause the Dissemination Agent to, not later than March 31 of each year, commencing March 31,
2018, provide to the Repository an Annual Report which is consistent with the requirements of
Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document
or as separate documents comprising a package, and may cross-reference other information as
provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of
the City may be submitted separately from the balance of the Annual Report and later than the date
required above for the filing of the Annual Report if they are not available by that date. If the City’s
fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event
under Section 5(d). The City shall provide a written certification with each Annual Report furnished
to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report
required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such
certification of the City and shall have no duty or obligation to review such Annual Report.
(b) Not later than five (5) days prior to the date for the filing of an Annual Report, the
City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by five
(5) days prior to such date, the Dissemination Agent has not received a copy of the Annual Report,
the Dissemination Agent shall contact the City to inquire if the City is in compliance with subsection
(a).
(c) If the City is unable to provide to the Repository an Annual Report by the date
required in subsection (a), the Dissemination Agent shall send a notice to the Repository in the form
required by the Repository stating that the Annual Report has not been filed and, if provided by the
City, the date the City anticipates the filing to be made.
(d) The Dissemination Agent shall:
(i) determine each year prior to date for providing the Annual Report the
name and address of the Repository if other than the MSRB; and
(ii) file a report with the City certifying that the Annual Report has been
provided to the Repository pursuant to this Disclosure Agreement and stating the date it was
provided to the Repository.
2017-06-06 Agenda Packet Page 268
3
SECTION 4. Content of Annual Reports. The City’s Annual Report shall contain or include
by reference the following:
(a) The City’s audited financial statements, prepared in accordance with generally
accepted auditing standards for municipalities in the State of California, for the prior fiscal year of
the City. If the City’s audited financial statements are not available by the time the Annual Report is
required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official Statement,
and the audited financial statements shall be filed in the same manner as the Annual Report when
they become available.
(b) To the extent not contained in the audited financial statements filed pursuant to the
preceding subsection (a) by the date required by Section 3 hereof, updates of Tables [10, 11, 14, 18,
19, 23 and 24] set forth in the Official Statement.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or related public entities, which
have been submitted to each of the Repository or the Securities and Exchange Commission. If the
document included by reference is a final official statement, it must be available from the MSRB.
The City shall clearly identify each such other document so included by reference.
In the event that the City shall modify the basis upon which its financial statements are
prepared, the Dissemination Agent shall provide a notice of such modification to the Repository,
including the information set forth in Section 8(b) below.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause the
Dissemination Agent to give, notice to the Repository of the occurrence of any of the following
events with respect to the Bonds in a timely manner not more than ten (10) business days after the
occurrence of the event:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability or of a Notice of Proposed Issue
(IRS Form 5701-TEB);
6. tender offers;
7. defeasances;
8. ratings changes; and
2017-06-06 Agenda Packet Page 269
4
9. bankruptcy, insolvency, receivership or similar proceedings.
Note: for the purposes of the event identified in subparagraph (9), the event is
considered to occur when any of the following occur: the appointment of a receiver,
fiscal agent or similar officer for an obligated person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over substantially all of the
assets or business of the obligated person, or if such jurisdiction has been assumed by
leaving the existing governmental body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a
court or governmental authority having supervision or jurisdiction over substantially
all of the assets or business of the obligated person.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Bonds, if material, in a
timely manner not more than ten (10) Business Days after the occurrence of such event:
1. unless described in paragraph 5(a)(5) above, notices or determinations by the
Internal Revenue Service with respect to the tax status of the Bonds or other
material events affecting the tax status of the Bonds;
2. the consummation of a merger, consolidation or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into
a definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms;
3. appointment of a successor or additional trustee or the change of the name of
a trustee;
4. nonpayment related defaults;
5. modifications to the rights of Owners of the Bonds;
6. notices of prepayment; and
7. release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event under 5(b)
above, the City shall as soon as possible determine if such event would be material under applicable
federal securities laws.
(d) If a Listed Event under Section 5(a) has occurred, or if the City determines that
knowledge of the occurrence of a Listed Event under 5(b) above would be material under applicable
federal securities laws, the City shall file a notice of such Listed Event with the Repository in a
timely manner not more than 10 business days after the event. Notwithstanding the foregoing, notice
of Listed Events described in subsections (a)(7) and (b)(6) need not be given under this subsection
2017-06-06 Agenda Packet Page 270
5
any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds
pursuant to the Indenture.
(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is
the responsibility of the City and that the Dissemination Agent shall not be responsible for
determining whether the City’s instructions to the Dissemination Agent under this Section 5 comply
with the requirements of the Rule.
SECTION 6. Termination of Reporting Obligation. The City’s obligations under this
Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full
of all of the Bonds.
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and
may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice
or report prepared by the City pursuant to this Disclosure Agreement. The Dissemination Agent may
resign by providing thirty days written notice to the City and the Trustee. The Dissemination Agent
shall not be responsible for the content of any report or notice prepared by the City and shall have no
duty to review any information provided to it by the City. The Dissemination Agent shall have no
duty to prepare any information report nor shall the Dissemination Agent be responsible for filing
any report not provided to it by the City in a timely manner and in a form suitable for filing.
SECTION 8. Amendment; Waiver.
(a) Notwithstanding any other provision of this Disclosure Agreement, the City may
amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived,
provided that the following conditions are satisfied:
(1) If the amendment or waiver related to the provisions of Sections 3(a), 4, or 5,
it may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with
respect to the Bonds, or the type of business conducted;
(2) The undertaking hereunder, as amended or taking into account such waiver,
would, in the opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original execution and delivery of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(3) The amendment or waiver either (i) is approved by the Owners of the Bonds
in the same manner as provided in the Indenture for amendments to the Indenture with the consent of
Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the
interests of the Owners or Beneficial Owners of the Bonds.
(b) In the event of any amendment or waiver of a provision of this Disclosure
Agreement, the City shall describe such amendment in the next Annual Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the
type (or, in the case of a change of accounting principles, on the presentation) of financial
information or operating data being presented by the City. In addition, if the amendment is related to
2017-06-06 Agenda Packet Page 271
6
the accounting principles to be followed in preparing financial statements, (i) notice of such change
shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual
Report for the year in which the change is made should present a comparison (in narrative form and
also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
SECTION 9. Format of Filings with Repository. Any report or filing with the Repository
pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such
identifying information as is prescribed by the Repository.
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the City from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event, in
addition to that which is required by this Disclosure Agreement. If the City chooses to include any
information in any Annual Report or notice of occurrence of a Listed Event in addition to that which
is specifically required by this Disclosure Agreement, the City shall have no obligation hereunder to
update such information or include it in any future Annual Report or notice of occurrence of a Listed
Event.
SECTION 11. Default. In the event of a failure of the City to comply with any provision of
this Disclosure Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court order,
to cause the City to comply with its obligations under this Disclosure Agreement. A default under
this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole
remedy under this Disclosure Agreement in the event of any failure of the City to comply with this
Disclosure Agreement shall be an action to compel performance and the City shall have no monetary
liability to any person as a result of any failure to comply with the terms of this Disclosure
Agreement.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement, and the City agrees, to the extent permitted by law, to indemnify and save the
Dissemination Agent, its officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it may incur arising out of or in the exercise or performance of its
powers and duties hereunder, including the costs and expenses (including attorney’s fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s
negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City
for its services provided hereunder in accordance with its schedule of fees as amended from time to
time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the
performance of its duties hereunder. In performing its duties hereunder, the Dissemination Agent
shall not be deemed to be acting in any fiduciary capacity for the City, the Certificate holders, or any
other party. The obligations of the City under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Bonds.
2017-06-06 Agenda Packet Page 272
7
SECTION 13. Notices. Any notices or communications to or among any of the parties to
this Disclosure Agreement may be given as follows:
To the City:City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Manager
To the Dissemination Agent: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
SECTION 14. Beneficiaries. This Disclosure Agreement solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from
time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute
and be but one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2017-06-06 Agenda Packet Page 273
8
SECTION 16. Signatures. This Disclosure Agreement has been executed by the
undersigned on the date hereof, and such signature by the City binds the City to the undertaking
herein provided and such signature by the Dissemination Agent binds the Dissemination Agent to the
terms hereof applicable to it.
CITY OF CHULA VISTA
By:
Director of Finance/Treasurer
WILLDAN FINANCIAL SERVICES, as
Dissemination Agent
By:
Authorized Officer
2017-06-06 Agenda Packet Page 274
Stradling Yocca Carlson & Rauth
Draft of 6/1/17
RECORDING REQUESTED BY:
Chula Vista Municipal Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Robert J. Whalen, Esq.
[Space above for Recorder’s use.]
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT
TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS
EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA
GOVERNMENT CODE. THE ASSIGNOR IS A GOVERNMENTAL AGENCY.
ASSIGNMENT AGREEMENT
by and between
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of July 1, 2017
Relating to
$________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
2017-06-06 Agenda Packet Page 275
1
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”), executed and
entered into as of July 1, 2017, is by and between the CHULA VISTA MUNICIPAL FINANCING
AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the
laws of the State of California (the “Authority”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of America,
as Trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the City of Chula Vista (the “City”) and the Authority desire to finance a
portion of the costs of the acquisition and construction and installation of certain capital
improvements of the City (the “Project”) (as defined in the Lease Agreement referenced below); and;
WHEREAS, in order to finance the Project, the City is leasing certain real property and the
improvements located thereon (the “Leased Property”) to the Authority pursuant to a Site Lease,
dated as of the date hereof and being recorded concurrently herewith, and the City is subleasing the
Leased Property back from the Authority pursuant to a Lease Agreement;
WHEREAS, the Leased Property is more particularly described in Exhibit A hereto;
WHEREAS, under the Lease Agreement, the City is obligated to make Base Rental
Payments (as defined in the Lease Agreement) to the Authority;
WHEREAS, the Authority desires to assign without recourse certain of its rights in the Site
Lease and the Lease Agreement, including its right to receive the Base Rental Payments, to the
Trustee for the benefit of the owners of bonds (the “Bonds”) to be issued pursuant to the Indenture,
dated as of the date hereof (the “Indenture”), by and among the Authority, the City and the Trustee;
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to
have been performed precedent to and in connection with the execution and entering into of this
Assignment Agreement do exist, have happened and have been performed in regular and due time,
form and manner as required by law, and the parties hereto are now duly authorized to execute and
enter into this Assignment Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as
follows:
Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of
which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and
absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and
interest in and to the Site Lease and the Lease Agreement including, without limitation, its right to
receive the Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement;
provided, however, that the Authority shall retain its obligations under the Lease Agreement and Site
Lease and its rights to indemnification and to give approvals and consents under the Lease
Agreement and the Site Lease and to payment or reimbursement of its reasonable costs and expenses
under the Lease Agreement.
2017-06-06 Agenda Packet Page 276
2
Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment, subject to the
terms and provisions of the Indenture, and all such Base Rental Payments shall be applied and the
rights so assigned shall be exercised by the Trustee as provided in the Lease Agreement and the
Indenture.
Section 3. Conditions. This Assignment Agreement shall impose no obligations upon the
Trustee beyond those expressly provided in the Indenture.
Section 4. Further Assurances. The Authority shall make, execute and deliver any and all
such further resolutions, instruments and assurances as may be reasonably necessary or proper to
carry out the intention or to facilitate the performance of this Assignment Agreement, and for better
assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended
to be conveyed pursuant hereto.
Section 5. Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE
GOVERNED EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE
STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
Section 6. Execution. This Assignment Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shall constitute but one
and the same Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
2017-06-06 Agenda Packet Page 277
S-1
IN WITNESS WHEREOF, the Authority and the Trustee have caused this Assignment
Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and
year first above-written.
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Gary Halbert
Executive Director
ATTEST:
Donna Norris
Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
2017-06-06 Agenda Packet Page 278
S-2
[SIGNATURE PAGE CONTINUED.]
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
Ismael Diaz
Authorized Officer
2017-06-06 Agenda Packet Page 279
CONSENT
The City of Chula Vista hereby consents to the foregoing.
CITY OF CHULA VISTA, as Lessee
By:
David Bilby
Director of Finance/Treasurer
ATTEST:
Donna Norris
City Clerk
2017-06-06 Agenda Packet Page 280
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 281
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2017-06-06 Agenda Packet Page 282
A-1
EXHIBIT A
LEGAL DESCRIPTION OF THE LEASED PROPERTY
LEGAL DESCRIPTION
OTAY RECREATION CENTER
Real Property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THE SOUTHERLY 220 FEET OF THE FOLLOWING DESCRIBED PROPERTY IN THE CITY OF
CHULA VISTA, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA.
ALL THAT PORTION OF SECTION 14 AND 23 TOWNSHIP 18 SOUTH,RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO,STATE OF CALIFORNIA,
ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 24, 1870,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SAID SECTION 23;THENCE EAST 647.08 FEET TO THE
SOUTHWEST CORNER OF THE LANDS CONVEYED BY WILLIAM BRITTON AND LAURA E.
BRITTON, TO G.W. B.MCDONALD,NOVEMBER 9,1881,BY DEED RECORDED IN BOOK 40,
PAGE 316 OF DEEDS; THENCE NORTH ALONG SAID WEST LINE OF MCDONALD'S LAND
1465.8 FEET,MORE OR LESS,TO THE SOUTHEAST CORNER OF THE LANDS CONVEYED BY
JULIA R.HAWES TO OTAY WATCH COMPANY,A CORPORATION, JUNE 26,1889, BY DEED
RECORDED IN BOOK 150,PAGE 160 OF DEEDS; THENCE WEST ALONG THE SOUTH LINE OF
SAID OTAY WATCH COMPANY'S LAND 647.00 FEET TO ITS INTERSECTION WITH THE EAST
LINE OF OTAY,ACCORDING TO MAP THEREOF NO.263,FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY,JULY 25, 1887, SAID POINT BEING ALSO IN
THE EAST LINE OF LOT 3 OFSAID SECTION 14; THENCE SOUTH ALONG SAID EAST LINE OF
OTAY 1465.8 FEET TO THE POINT OF COMMENCEMENT.
EXCEPTING THEREFROM THE WEST 300.00 FEET.
ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE COUNTY OF
SAN DIEGO IN DEED RECORDED DECEMBER 3,1975 AS FILE NO.75-340708 OF OFFICIAL
RECORDS.
APN:623-230-26-00
2017-06-06 Agenda Packet Page 283
A-2
LEGAL DESCRIPTION
SUNSET VIEW PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 88-3A EASTLAKE SOUTH GREENS, PHASE 2 & 3, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 13292 FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, JANUARY 25, 1996.
APN:643-033-01-00
2017-06-06 Agenda Packet Page 284
A-3
LEGAL DESCRIPTION
CHULA VISTA ANIMAL CARE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
PARCEL ONE: (APN'S:629-060-54-00 AND 629-060-55-00)
THAT PORTION OF THE NORTH HALF, OF THE WEST 330 FEET OF THE EAST 665 FEET
OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23,
TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES
GOVERNMENT SURVEY APPROVED FEBRUARY 25,1870, LYING SOUTHWESTERLY OF
ROAD SURVEY NO. 407 AND SOUTH OF THE SOUTH LINE OF MAIN STREET, AND
SOUTHWESTERLY OF THE 25 FOOT RADIUS ARC CONNECTING THE SOUTH LINE OF
MAIN STREET WITH THE SOUTHWESTERLY LINE OF ROAD SURVEY NO. 407.
EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 13, 1961 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
NORTHERLY OF A LINE PARALLEL WITH AND DISTANT 40 FEET SOUTHERLY OF THE
NORTH LINE OF SAID SOUTHWEST QUARTER OF NORTHWEST QUARTER, AND LYING
WESTERLY OF THE WEST LINE OF THE LAND DESCRIBED IN DEED TO COUNTY OF
SAN DIEGO, RECORDED MARCH 20, 1928 IN BOOK 1465, PAGE 69 OF DEEDS RECORDS
IN SAID OFFICE OF THE COUNTY RECORDER.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST QUARTER OF
NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, DESCRIBED IN DEED TO ABIE JACK BARD AND SYLVIA
BARD, RECORDED MARCH 16, 1963 AS DOCUMENT NO. 44269 OF OFFICIAL RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN DIEGO, LYING
SOUTHERLY OF THE SOUTH LINE OF THE NORTH 40 FEET OF SAID SOUTHWEST
QUARTER OF NORTHWEST QUARTER, LYING WESTERLY OF THE WEST LINE OF THE
LAND DESCRIBED IN DEED TO COUNTY OF SAN DIEGO, RECORDED MARCH 20,1928 IN
BOOK 1465, PAGE 69 OF DEEDS RECORDS IN SAID OFFICE OF THE COUNTY
RECORDER, AND LYING NORTHEASTERLY OF A 25 FOOT RADIUS CURVE, CONCAVE
SOUTHWESTERLY THAT IS TANGENT TO BOTH THE SOUTH LINE OF SAID NORTH 40
FEET AND TO SAID WEST LINE OF SAID LAND SO DESCRIBED IN SAID DEED TO
COUNTY OF SAN DIEGO.
2017-06-06 Agenda Packet Page 285
A-4
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCELS:
PARCEL 71-0371-A:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO OTAY LAND
ENTERPRISES BY DEED RECORDED AUGUST 7, 1969 AS FILE NO. 144183 OF OFFICIAL
RECORDS, LYING WITHIN A STRIP OF LAND 102.00 FEET WIDE, 51.00 FEET ON EACH
SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID
NORTHWEST QUARTER OF SECTION 23; THENCE SOUTH 28°01'50" EAST A DISTANCE
OF 81.31 FEET TO ENGINEER'S STATION 70+00 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION HAVING
GRID COORDINATES NORTH 155,301.13 EAST, 1,750,049.64 OF ZONE 6 OF THE
CALIFORNIA COORDINATE SYSTEM BEING THE TRUE POINT OF BEGINNING; THENCE
ALONG THE CENTERLINE OF SAID ROAD SURVEY NO. 1857-2 NORTH 23°24'41" WEST A
DISTANCE OF 334.56 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 67°35'19" AN ARC DISTANCE OF 943.71 FEET;
THENCE TANGENT TO SAID CURVE SOUTH 89°00'00" WEST A DISTANCE OF 370.46
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 800.00 FEET; THENCE ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 91°40'17" AN ARC DISTANCE OF 1279.97 FEET; THENCE TANGENT
TO THE PRECEDING CURVE NORTH 0°40'17" EAST A DISTANCE OF 180.04 FEET TO A
POINT, BEING ENGINEER'S STATION 101+OS.74 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857-2, SAID POINT BEING 9.00 FEET EASTERLY, MEASURED AT RIGHT
ANGLES TO THE PRECEDING LINE, OF THE NORTHEAST CORNER OF LOT 25 OF
BLOCK 6 OF OTAY ACCORDING TO MAP THEREOF NO. 263 ON FILE IN THE OFFICE OF
THE RECORDER OF SAN DIEGO COUNTY.
PARCEL 71-0371-B:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING WITHIN A STRIP OF LAND 42.00 FEET WIDE, LYING WESTERLY OF
AND ADJOINING THE FOLLOWING DESCRIBED LINE:
BEGINNING AT ENGINEER'S STATION 78+59.92 ON THE CENTERLINE OF ROAD
SURVEY NO. 1857 A PLAT OF SAID SURVEY BEING ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAN DIEGO COUNTY, SAID ENGINEER'S STATION BEING ON A
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET; THENCE
ALONG THE PROLONGATION OF A RADIAL OF SAID CURVE NORTH 28°57'44" EAST A
DISTANCE OF 106.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
WESTERLY AND HAVING A RADIUS OF 120.00 FEET; THENCE ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 54°22'00" AN ARC DISTANCE OF 113.5 FEET TO A
POINT ON THE CENTERLINE OF ROAD SURVEY NO. 407; THENCE ALONG SAID
2017-06-06 Agenda Packet Page 286
A-5
CENTERLINE, BEING TANGENT TO THE PRECEDING CURVE, NORTH 25°24'16" WEST A
DISTANCE OF 80.04 FEET.
EXCEPTING THEREFROM FROM ANY PORTION THEREOF LYING WITHIN THE
HEREINBEFORE DESCRIBED PARCEL 71-0371-A.
PARCEL 71-0371-C:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING SOUTHEASTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B.
PARCEL 71-0371-D:
THAT PORTION OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23 LYING NORTHERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-A,
WESTERLY OF THE ABOVE DESCRIBED PARCEL 71-0371-B AND SOUTHERLY OF A
20.00 FOOT RADIUS CURVE, CONCAVE NORTHERLY, SAID CURVE BEING TANGENT TO
THE NORTHERLY LINE OF SAID PARCEL 71-0371-A AND TANGENT TO THE WESTERLY
LINE OF SAID PARCEL 71-0371-B.
PARCEL TWO: (APN: 629-060-74-00)
PARCEL 3 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN
DIEGO COUNTY, ON NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS.
PARCEL TWO-A:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG, AND ACROSS A STRIP OF LAND 10.00 FEET IN WIDTH LYING WITHIN PARCEL
2 OF PARCEL MAP NO. 10674, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY OF SAN
DIEGO COUNTY, NOVEMBER 6, 1980 AS FILE NO. 80-375149 OF OFFICIAL RECORDS,
THE SOUTHERLY AND EASTERLY LINE OF SAID STRIP BEING DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL; THENCE ALONG THE
BOUNDARY OF SAID PARCEL AS FOLLOWS:
NORTH 89°35'06" EAST, 126.36 FEET; NORTH 01°24'54" WEST, 11.00 FEET; NORTH
88°35'06" EAST, 21.73 FEET TO THE BEGINNING OF A NON-TANGENT 851.00 FOOT
RADIUS CURVE, CONCAVE SOUTHERLY, A RADIAL LINE OF SAID CURVE BEARS
NORTH 01°24'54" WEST TO SAID POINT; AND EASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 01°06'50" A DISTANCE OF 16.54 FEET TO THE
MOST EASTERLY, SOUTHEAST CORNER OF SAID PARCEL 2.
PARCEL TWO-B:
AN EASEMENT AND RIGHT OF WAY FOR PUBLIC UTILITY PURPOSES OVER, UNDER,
ALONG AND ACROSS THE WEST 10 FEET OF PARCEL 2 OF PARCEL MAP NO. 10674, IN
2017-06-06 Agenda Packet Page 287
A-6
THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, ON NOVEMBER 6, 1980 AS
FILE NO. 80-375149 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN PARCEL TWO-A
HEREINABOVE DESCRIBED.
2017-06-06 Agenda Packet Page 288
A-7
LEGAL DESCRIPTION
VETERANS PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT D OF CHULA VISTA TRACT NO. 90-07, SUNBOW, PHASE 1C, UNITS 5,6,13,14 AND
15, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO THE MAP THEREOF NO. 13917, RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, ON JANUARY 20, 2000 AS INSTRUMENT
NO. 2000-0029050.
APN: 641-122-10-00
2017-06-06 Agenda Packet Page 289
A-8
LEGAL DESCRIPTION
PARKING GARAGE
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 ACCORDING TO MAP NO. 10505 RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON OCTOBER 22, 1982 AS FILE/PAGE NO.
82-326160.
EXCEPTING THEREFROM THAT PORTION OF THE LAND CONVEYED TO PARK
CENTRE, A CALIFORNIA GENERAL PARTNERSHIP RECORDED ON MAY 26, 1989 IN
DOCUMENT NO. 89-280076, OF OFFICIAL RECORDS.
APN: 568-270-29-00
2017-06-06 Agenda Packet Page 290
A-9
LEGAL DESCRIPTION
CIVIC CENTER LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
THOSE PORTIONS OF LOTS 9 AND 16 IN QUARTER SECTION 137 OF RANCHO DE LA
NACION, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 505, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, MARCH 13, 1888, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID LOT 16; THENCE NORTH 70
DEG. 59'18" EAST ALONG THE SOUTHERLY LINE OF SAID LOT A DISTANCE OF 591.35
FEET TO THE WESTERLY LINE OF THE EASTERLY 30 FEET OF SAID LOT; THENCE
NORTH 18 DEG. 46'14" WEST ALONG SAID WESTERLY LINE AND NORTHERLY
PROLONGATION THEREOF 295.44 FEET TO THE NORTHERLY LINE OF THE
SOUTHERLY 5 FEET OF SAID LOT 9; THENCE SOUTH 70 DEG. 59'24" WEST ALONG SAID
NORTHERLY LINE 591.12 FEET TO THE WESTERLY LINE OF SAID LOT 9; THENCE
ALONG THE WESTERLY LINE OF SAID
APN: 568-153-02-00
2017-06-06 Agenda Packet Page 291
A-10
LEGAL DESCRIPTION
SANTA VENETIA PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT C OF "CHULA VISTA TRACT NO. 02-05 OTAY RANCH -VILLAGE 6 UNIT 1 "A" MAP
NO. 1", IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14446, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY SEPTEMBER 18, 2002.
APN: 643-051-27-00
2017-06-06 Agenda Packet Page 292
A-11
LEGAL DESCRIPTION
MOUNTAIN HAWK PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT "HH" OF CITY OF CHULA VISTA TRACT NO. 01-09, EASTLAKE III VISTAS PHASE 2,
IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO.
14404, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
JUNE 5, 2002.
APN: 643-518-02-00
2017-06-06 Agenda Packet Page 293
A-12
LEGAL DESCRIPTION
SALT CREEK RECREATION CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS 209 AND 210 OF CHULA VISTA TRACT NO. 00-03 EASTLAKE TRAILS,
NEIGHBORHOODS TN-5 AND TN-6 IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14155, FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AS FILE NO.
2001-0126033, MARCH 6, 2001 AND AMENDED BY CERTIFICATE OF CORRECTION
RECORDED OCTOBER 21, 2002 AS INSTRUMENT NO. 2002-0917028 OF OFFICIAL
RECORDS.
APN: 643-483-02-00 643-483-03-00
2017-06-06 Agenda Packet Page 294
A-13
LEGAL DESCRIPTION
HERITAGE PARK
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOTS "N" AND "O" OF CHULA VISTA TRACT NO. 96-04A, OTAY RANCH, VILLAGE 1 "A"
MAP NO. 2 IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF 13990 FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 27, 2000.
EXCEPTING THEREFROM ANY AND ALL OIL RIGHTS, MINERALS, MINERAL RIGHTS,
NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME
KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL
PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR
UNDER THE LAND CONVEYED THEREBY, TOGETHER WITH THE PERPETUAL RIGHT
OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN
AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE
RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER
THAN THE LAND CONVEYED THEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS
INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND CONVEYED THEREBY,
AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND
OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL,
MINE STORE EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500
FEET OF THE SUBSURFACE OF THE LAND CONVEYED THEREBY, AS RESERVED IN
DEED RECORDED DECEMBER 9, 1999 AS FILE NO. 1999-0801542 OF OFFICIAL RECORDS.
APN: 642-560-10-00 and 642-560-11-00
2017-06-06 Agenda Packet Page 295
A-14
LEGAL DESCRIPTION
SOUTH CHULA VISTA LIBRARY
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE
SOUTH EAST QUARTER OF SECTION 15, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 296
A-15
LEGAL DESCRIPTION
NORMAN SENIOR CENTER
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
A PORTION OF LOT 19 IN SECTION 137, TRACT MAP 505, IN THE CITY OF CHULA
VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.
2017-06-06 Agenda Packet Page 297
Hawkins Delafield & Wood LLP
Draft of 5/24/17
$___________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
BOND PURCHASE AGREEMENT
_______, 2017
Chula Vista Municipal Financing Authority
276 Fourth Avenue
Chula Vista, California 91910
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Ladies and Gentlemen:
J.P. Morgan Securities LLC (the “Underwriter”) offers to enter into this Bond Purchase
Agreement (this “Purchase Contract”) with the Chula Vista Municipal Financing Authority
(the “Authority”) and the City of Chula Vista (the “City”). This offer is made subject to the
Authority’s and the City’s acceptance by execution of this Purchase Contract and delivery of the
same to the Underwriter on or before 11:59 p.m. Pacific Time on the date hereof, and, if not so
accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the
Authority and the City at any time prior to such acceptance. Upon the Authority’s and the City’s
acceptance hereof, the Purchase Contract will be binding upon the Authority, the City and the
Underwriter.
The Authority and the City acknowledge and agree that: (i) the primary role of the
Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm’s
length commercial transaction between the Authority, the City, and the Underwriter and the
Underwriter has financial and other interests that differ from those of the Authority and the City;
(ii) the Underwriter is acting solely as a principal and is not acting as a Municipal Advisor (as
defined in Section 15B of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), financial advisor or fiduciary to the Authority and the City, and has not assumed any
advisory or fiduciary responsibility to the Authority and the City with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriter has provided other services or is currently providing
other services to the Authority and the City on other matters); (iii) the only obligations the
Underwriter has to the Authority and the City with respect to the transaction contemplated
hereby expressly are set forth in this Purchase Contract; and (iv) the Authority and the City have
consulted their own municipal, legal, accounting, tax, financial and other advisors, as applicable,
to the extent they have deemed appropriate. The City acknowledges and represents that it has
engaged Harrell & Company Advisors, LLC as its municipal advisor and will rely solely on the
financial advice of Harrell & Company Advisors, LLC with respect to the Bonds (as defined
below).
2017-06-06 Agenda Packet Page 298
2
Capitalized terms used in this Purchase Contract and not otherwise defined herein will
have the respective meanings set forth for such terms in the Indenture (defined below).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of
the representations set forth in this Purchase Contract, the Underwriter agrees to purchase from
the Authority, and the Authority agrees to sell and deliver to the Underwriter, all (but not less
than all) of the bonds captioned above (the “Bonds”) at a purchase price of $___________
(being an amount equal to the principal amount of the Bonds ($___________), plus a net original
issue premium of $____________, and less an underwriter’s discount of $___________). The
obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds will be
conditioned on the sale and delivery of all of the Bonds by the Authority to the Underwriter at
Closing (hereafter defined).
Section 2. Bond Terms; Authorizing Instruments; Purpose. The Bonds will be dated
their date of delivery and will mature and bear interest as shown on Exhibit A. The Bonds will
be as described in, and will be issued and secured under, an Indenture, dated as of July 1, 2017
(the “Indenture”), among the Authority, the City and U.S. Bank National Association, as trustee
(the “Trustee”). The Bonds are payable and subject to redemption as shown in Exhibit A.
The Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985,
commencing with Section 6584 of the California Government Code, and are payable from and
secured by the Authority’s pledge of (i) “Base Rental Payments” under and as defined in the
Indenture, which will be made by the City under a Lease Agreement, dated as of July 1, 2017,
between the Authority, as lessor, and the City, as lessee (the “Lease Agreement”) and
(ii)moneys in certain funds and accounts held by the Trustee under the Indenture.
The City and the Authority are also entering into a Site Lease dated as of July 1, 2017
(the “Site Lease”). Under the Site Lease, the City leases the real property described therein to
the Authority and, under the Lease Agreement, the Authority leases the same real property back
to the City.
The Authority will assign to the Trustee its right to receive the Base Rental Payments
pursuant to an Assignment Agreement, dated as of July 1, 2017 (the “Assignment Agreement”).
The Authority is issuing the Bonds to (i) provide funds to finance capital improvements
related to City buildings and infrastructure as set forth in the Infrastructure, Facilities, and
Equipment Expenditure Plan adopted by the City Council of the City on December 6, 2016 and
any other capital improvements or equipment as set forth in a written certificate of the City, and
(ii) pay the costs of issuing the Bonds.
Section 3. [Reserved.]
Section 4. Official Statement; Continuing Disclosure. The Authority and the City
have delivered to the Underwriter the Preliminary Official Statement dated ________, 2017 (the
“Preliminary Official Statement”) and will deliver to the Underwriter a final official statement
dated the date of this Purchase Contract (as amended and supplemented from time to time
pursuant to Section 5(i) of this Purchase Contract, the “Official Statement”). Subsequent to its
receipt of the Authority’s and the City’s 15c2-12 Certificate, in substantially the form attached
2017-06-06 Agenda Packet Page 299
3
hereto as Exhibit B, deeming the Preliminary Official Statement final for purposes of Rule
15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Underwriter has
distributed copies of the Preliminary Official Statement. The Authority and the City hereby ratify
the use by the Underwriter of the Preliminary Official Statement and authorize the Underwriter
to use and distribute in printed and/or electronic format the Official Statement (including all
information previously permitted to have been omitted by Rule 15c2-12, and any supplements
and amendments thereto as have been approved by the Authority and the City as evidenced by
the execution and delivery of such document by an officer of the Authority and the City), the
Indenture, the Site Lease, the Assignment Agreement, the Lease Agreement, this Purchase
Contract, the Continuing Disclosure Agreement (hereinafter defined) and all information
contained therein, and all other documents, certificates and written statements furnished by the
Authority and the City to the Underwriter in connection with the transactions contemplated by
this Purchase Contract, in connection with the offer and sale of the Bonds by the Underwriter.
The Underwriter hereby agrees to deliver a copy of the Official Statement to the
Municipal Securities Rulemaking Board (the “MSRB”) through the Electronic Municipal
Marketplace Access website of the MSRB on or before the Closing and otherwise to comply
with all applicable statutes and regulations in connection with the offering and sale of the Bonds,
including, without limitation, MSRB Rule G-32 and Rule 15c2-12. The Authority and the City
agree to deliver to the Underwriter as many copies of the Official Statement as the Underwriter
will reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12. The
Authority and the City agree to deliver the final Official Statement within seven business days
after the execution hereof, or such earlier date identified by the Underwriter to be necessary to
allow the Underwriter to meet its obligations under Rule 15c2-12 and Rule G-32 of the MSRB.
In connection with issuance of the Bonds, and in order to assist the Underwriter with
complying with the provisions of Rule 15c2-12, the City, on behalf of itself and the Authority,
will execute a continuing disclosure agreement (the “Continuing Disclosure Agreement”) with
Willdan Financial Services, as dissemination agent (the “Dissemination Agent”), under which
the City will undertake to provide certain financial and operating data as required by Rule
15c2-12. The form of the Continuing Disclosure Agreement is attached as an appendix to the
Preliminary Official Statement and will be attached as an appendix to the final Official
Statement.
Section 5. Representations, Warranties and Covenants of the Authority. The
Authority hereby represents, warrants and agrees with the Underwriter that:
(a) The Authority is a joint exercise of powers authority duly organized and existing
under the laws of the State of California (the “State”) and has all necessary power and authority
to adopt the Authority Resolution, to enter into and perform its duties under the Indenture, the
Assignment Agreement, the Lease Agreement, the Site Lease, and this Purchase Contract (the
“Authority Agreements”).
(b) The board of directors (the “Board”) of the Authority has taken official action by
resolutions adopted on _______, 2017 (the “Authority Resolution”) adopted by a majority of
the members of the Board at regular meetings duly called, noticed and conducted, at which a
quorum was present and acting throughout, authorizing the execution, delivery and due
2017-06-06 Agenda Packet Page 300
4
performance of the Authority Agreements and the Official Statement and the taking of any and
all such action as may be required on the part of the Authority to carry out, give effect to and
consummate the transactions contemplated hereby.
(c) By all necessary official action, the Authority has duly authorized the preparation
and delivery of the Preliminary Official Statement and the preparation, execution and delivery of
the Official Statement, has duly authorized and approved the execution and delivery of, and the
performance of its obligations under, the Bonds and the Authority Agreements, and the
consummation by it of all other transactions contemplated by the Authority Resolution, the
Authority Agreements, the Preliminary Official Statement and the Official Statement. When
executed and delivered by their respective parties, the Authority Agreements (assuming due
authorization, execution and delivery by and enforceability against the other parties thereto) will
be in full force and effect and each will constitute legal, valid and binding agreements or
obligations of the Authority, enforceable in accordance with their respective terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or limiting creditors rights generally, the
application of equitable principles, the exercise of judicial discretion and the limitations on legal
remedies against public entities in the State.
(d) The statements and information contained in the Official Statement (other than
information relating to DTC and its book-entry only system or information provided by the
Underwriter) are correct and complete in all material respects, and the information contained in
the Official Statement (other than information relating to DTC and its book-entry only system)
does not contain an untrue statement of a material fact or omit to state a material fact necessary
in order to make such statements therein, in the light of the circumstances under which they were
made, not misleading.
(e) As of the date hereof, except as disclosed in the Official Statement, there is no
action, suit, proceeding or investigation before or by any court, public board or body pending
against the Authority or, to the best knowledge of the Authority, threatened, wherein an
unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or
powers of the Authority, or the titles of its members or officers; (ii) in any way question or affect
the validity or enforceability of Authority Agreements or the Bonds, or (iii) in any way question
or affect the Authority Agreements or the transactions contemplated by the Authority
Agreements, the Official Statement, or any other agreement or instrument to which the Authority
is a party relating to the Bonds.
(f) There is no consent, approval, authorization or other order of, or filing or
registration with, or certification by, any regulatory authority having jurisdiction over the
Authority required for the execution and delivery of this Purchase Contract or the consummation
by the Authority of the other transactions contemplated by the Official Statement or the
Authority Agreements.
(g) Any certificate signed by any official of the Authority authorized to do so will be
deemed a representation and warranty by the Authority to the Underwriter as to the statements
made therein.
2017-06-06 Agenda Packet Page 301
5
(h) Except as previously disclosed to the Underwriter, the Authority is not in default,
and at no time has the Authority defaulted in any material respect, on any bond, note or other
obligation for borrowed money or any agreement under which any such obligation is or was
outstanding.
(i) If between the date of this Purchase Contract and the date which is 25 days
following the End of the Underwriting Period (as defined below), any event will occur which
might or would cause the Official Statement, as then supplemented or amended, to contain any
untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, the Authority will immediately notify the Underwriter, and if, in the
opinion of the Underwriter and the Authority, such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the Authority will at its expense
supplement or amend the Official Statement in a form and in a manner approved by the
Underwriter. “End of the Underwriting Period” will mean the later of: (i) the Closing Date, and
(ii) the date the Underwriter does not directly retain an unsold balance of the Bonds for sale to
the public, provided that unless the Underwriter notifies the Authority on or prior to the Closing
Date that it directly retains an unsold balance of the Bonds for sale to the public, the End of the
Underwriting Period will be deemed to have occurred on the Closing Date.
(j) After the Closing, the Authority will not participate in the issuance of any
amendment of or supplement to the Official Statement to which, after being furnished with a
copy, the Underwriter reasonably objects in writing or which is disapproved by Underwriter’s
Counsel (hereinafter defined). If any event relating to or affecting the Authority occurs as a
result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the
Official Statement in order to make the Official Statement not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, the Authority will use its best
efforts to assist the Underwriter in preparing (at the expense of the Authority for 90 days after
the date of the Closing, and thereafter at the expense of the Underwriter) a reasonable number of
copies of an amendment of or supplement to the Official Statement (in form and substance
satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it
will not contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances existing at the time the
Official Statement is delivered to a purchaser, not misleading. For the purposes of this
subsection, the Authority will furnish such information with respect to itself as the Underwriter
may from time to time reasonably request.
(k) Except as disclosed in the Official Statement the Authority has not previously
failed to comply in all material respects with any undertakings under Rule 15c2-12 during the
past five years.
Section 6. Representations, Warranties and Covenants of the City. The City hereby
represents, warrants and agrees with the Underwriter that:
(a) The City is a municipal corporation, organized and existing under the laws of the
State of California (the “State”) and has all necessary power and authority to adopt its
resolutions adopted on _______, 2017 (the “City Resolution”), to enter into and perform its
2017-06-06 Agenda Packet Page 302
6
duties under the Site Lease, the Lease Agreement, the Indenture, the Continuing Disclosure
Agreement and this Purchase Contract (the “City Agreements”) and, when executed and
delivered by the respective parties thereto, the City Agreements will each constitute legal, valid
and binding obligation of the City enforceable in accordance with its respective terms.
(b) The city council (the “City Council”) of the City has taken official action by
adopting the City Resolution by a majority of the members of the City Council at a meeting duly
called, noticed and conducted, at which a quorum was present and acting throughout, authorizing
the execution, delivery and due performance of the City Agreements and the Official Statement
and the taking of any and all such action as may be required on the part of the City to carry out,
give effect to and consummate the transactions contemplated hereby.
(c) By all necessary official action, the City has duly adopted the City Resolution, has
duly authorized the preparation and delivery of the Preliminary Official Statement and the
preparation, execution and delivery of the Official Statement, has duly authorized and approved
the execution and delivery of, and the performance of its obligations under, the City Agreements,
and the consummation by it of all other transactions contemplated by the City Resolution, the
City Agreements, the Preliminary Official Statement and the Official Statement. When executed
and delivered by their respective parties, the City Agreements (assuming due authorization,
execution and delivery by and enforceability against the other parties thereto) will be in full force
and effect and each will constitute legal, valid and binding agreements or obligations of the City,
enforceable in accordance with their respective terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors rights generally, the application of equitable principles,
the exercise of judicial discretion and the limitations on legal remedies against public entities in
the State.
(d) At the time of the City’s acceptance hereof and at all times subsequent thereto up
to and including the time of the Closing, the information and statements in the Official Statement
(other than any information concerning the Depository Trust Company and the book-entry
system for the Bonds or provided by the Underwriter) do not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
(e) As of the date hereof, other than as disclosed in the Official Statement, there is no
action, suit, proceeding or investigation before or by any court, public board or body pending
against the City or, to the best knowledge of the City, threatened, wherein an unfavorable
decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the
City, or the titles of its members or officers; (ii) in any way question or affect the validity or
enforceability of City Agreements or the Bonds, or (iii) in any way question or affect the
Purchase Contract or the transactions contemplated by the Purchase Contract, the Official
Statement, or any other agreement or instrument to which the City is a party relating to the
Bonds.
(f) There is no consent, approval, authorization or other order of, or filing or
registration with, or certification by, any regulatory authority having jurisdiction over the City
2017-06-06 Agenda Packet Page 303
7
required for the execution and delivery of this Purchase Contract or the consummation by the
City of the other transactions contemplated by the Official Statement or the City Agreements.
(g) Any certificate signed by any official of the City authorized to do so will be
deemed a representation and warranty by the City to the Underwriter as to the statements made
therein.
(h) Except as previously disclosed to the Underwriter, the City is not in default, and
at no time has the City defaulted in any material respect, on any bond, note or other obligation
for borrowed money or any agreement under which any such obligation is or was outstanding.
(i) Except as disclosed in the Official Statement or otherwise disclosed in writing to
the Underwriter, there has not been any materially adverse change in the financial condition of
the City since June 30, 2016, and there has been no occurrence or circumstance or combination
thereof that is reasonably expected to result in any such materially adverse change.
(j) If between the date of this Purchase Contract and the date which is 25 days
following the End of the Underwriting Period (as defined above), any event will occur which
might or would cause the Official Statement, as then supplemented or amended, to contain any
untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading, the City will immediately notify the Underwriter, and if, in the
opinion of the Underwriter, such event requires the preparation and publication of a supplement
or amendment to the Official Statement, the City will at its expense supplement or amend the
Official Statement in a form and in a manner approved by the Underwriter.
(k) After the Closing, the City will not participate in the issuance of any amendment
of or supplement to the Official Statement to which, after being furnished with a copy, the
Underwriter reasonably objects in writing or which is disapproved by Underwriter’s Counsel. If
any event relating to or affecting the City occurs as a result of which it is necessary, in the
opinion of the Underwriter, to amend or supplement the Official Statement in order to make the
Official Statement not misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the City will use its best efforts to assist the Underwriter in preparing
(at the expense of the City for 90 days after the date of the Closing, and thereafter at the expense
of the Underwriter) a reasonable number of copies of an amendment of or supplement to the
Official Statement (in form and substance satisfactory to the Underwriter) which will amend or
supplement the Official Statement so that it will not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing at the time the Official Statement is delivered to a purchaser, not
misleading. For the purposes of this subsection, the City will furnish such information with
respect to itself as the Underwriter may from time to time reasonably request.
(l) Except as disclosed in the Official Statement or otherwise disclosed in writing to
the Underwriter, the City has not previously failed to comply in all material respects with any
undertakings under Rule 15c2-12 in the past five years. [The report of _______ dated _______,
2017 (the “Continuing Disclosure Due Diligence Report”) identifies all of the issues for which
the Authority, the City and other related entities were obligated to provide continuing disclosure
2017-06-06 Agenda Packet Page 304
8
under Rule 15c2-12 during the past five years and all of the material event filings that were
required with respect to such issues during the five-year period.]
(m) The City does not need the consent of its auditor to include its comprehensive
annual financial report for the fiscal year ended June 30, 2016 as an appendix to the Official
Statement.
(n) The City covenants with the Underwriter that the City will cooperate with the
Underwriter (at the cost and written directions of the Underwriter), in qualifying the Bonds for
offer and sale under the securities or Blue Sky laws of such jurisdiction of the United States as
the Underwriter may reasonably request; provided, however, that the City shall not be required to
consent to suit or to service of process, or to qualify to do business, in any jurisdiction. The City
consents to the use by the Underwriter of the City Agreements, the Preliminary Official
Statement and the Official Statement in the course of its compliance with the securities or Blue
Sky laws of the various jurisdictions related to the offering and sale of the Bonds.
Section 7. The Closing. At 8:00 A.M., Pacific time, on _______, 2017, or on such
earlier or later time or date as may be agreed upon by the Underwriter, the Authority and the City
(the “Closing”), the Authority will deliver the Bonds to the Underwriter, through the book-entry
system of The Depository Trust Company (“DTC”). Prior to the Closing, the Authority and the
City will deliver, at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation
(“Bond Counsel”) in Newport Beach, California, or such other place as is mutually agreed upon
by the Underwriter and the Authority, the other documents described in this Purchase Contract.
On the date of the Closing, the Underwriter will pay the purchase price of the Bonds as set forth
in Section 1 of this Purchase Contract in immediately available funds to the order of the Trustee.
The Bonds will be issued in fully registered form and will be prepared and delivered as
one Bond for each maturity registered in the name of a nominee of DTC. It is anticipated that
CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide
such numbers nor any error with respect thereto will constitute a cause for failure or refusal by
the Underwriter to accept delivery of the Bonds in accordance with the terms of this Purchase
Contract.
Section 8. Conditions to Underwriter’s Obligations. The Underwriter has entered
into this Purchase Contract in reliance upon the representations and warranties of the Authority
and the City contained herein and to be contained in the documents and instruments to be
delivered on the date of the Closing, and upon the performance by the Authority and the City of
their respective obligations to be performed hereunder and under such documents and
instruments to be delivered at or prior to the date of the Closing. The Underwriter’s obligations
under this Purchase Contract are and will also be subject to the sale, issuance and delivery of the
Bonds as well as the following conditions:
(a) The representations and warranties of the Authority and the City contained in this
Purchase Contract will be true and correct in all material respects on the date of this Purchase
Contract and on and as of the date of the Closing as if made on the date of the Closing;
2017-06-06 Agenda Packet Page 305
9
(b) As of the date of the Closing, the Official Statement may not have been amended,
modified or supplemented, except in any case as may have been agreed to by the Underwriter;
(c) (i) As of the date of the Closing, the Authority Resolution, the City Resolution,
the Authority Agreements and the City Agreements will be in full force and effect, and will not
have been amended, modified or supplemented, except as may have been agreed to by the
Underwriter, (ii) the Authority will perform or have performed all of its obligations required
under or specified in the Authority Resolution, the Authority Agreements and this Purchase
Contract to be performed at or prior to the date of the Closing; and (iii) the City will perform or
have performed all of its obligations required under or specified in the City Resolution, the City
Agreements and this Purchase Contract to be performed at or prior to the date of the Closing;
(d) As of the date of the Closing, all necessary official action of the Authority relating
to the Authority Agreements, the Authority Resolution and the Official Statement, and all
necessary official action of the City relating to the City Agreements, the City Resolution, and the
Official Statement, will have been taken and will be in full force and effect and will not have
been amended, modified or supplemented in any material respect, except as may have been
agreed to by the City and Underwriter; and
(e) As of or prior to the date of the Closing, the Underwriter will have received each
of the following documents:
(1) Certified copies of the Authority Resolution and the City Resolution.
(2) Duly executed copies of the Indenture, the Assignment Agreement, the
Lease Agreement, the Site Lease, the Continuing Disclosure Agreement and this
Purchase Contract.
(3) The Preliminary Official Statement and the Official Statement, with the
Official Statement duly executed on behalf of the Authority and the City.
(4) An approving opinion of Bond Counsel, dated as of the Closing, as to the
validity of the Bonds and the exclusion of interest on the Bonds from federal gross
income and State income taxation, addressed to the Authority and the City substantially
in the form attached as an appendix to the Official Statement, and a reliance letter with
respect thereto addressed to the Underwriter.
(5) A supplemental opinion of Bond Counsel, addressed to the Underwriter, to
the effect that:
(i) The Purchase Contract has been duly executed and delivered by
the Authority and the City and is valid and binding upon the Authority and the
City, subject to laws relating to bankruptcy, insolvency, reorganization or
creditors’ rights generally and to the application of equitable principles;
(ii) The Bonds are exempt from registration pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), and the Indenture is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended; and
2017-06-06 Agenda Packet Page 306
10
(iii) The statements contained in the Official Statement on the cover
and under the headings “INTRODUCTION,” “THE BONDS,” “SOURCES OF
PAYMENT FOR THE BONDS” and “TAX MATTERS,” and in “APPENDIX A
– SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D –
PROPOSED FORM OF BOND COUNSEL OPINION,” insofar as such
statements purport to describe certain provisions of the Bonds, the Site Lease, the
Lease Agreement, the Assignment Agreement and the Indenture, or to state legal
conclusions and the opinion of Bond Counsel regarding the tax-exempt nature of
the Bonds, present a fair and accurate summary of the provisions thereof.
(6) An opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, as disclosure counsel to the City, addressed to the Underwriter, to the effect
that: During the course of our work on this matter, no facts have come to our attention
that cause us to believe that the Official Statement (excluding therefrom the financial
statements, any financial or statistical data, or forecasts, charts, numbers, estimates,
projections, assumptions or expressions of opinion or any information with respect to the
Authority or the City’s compliance with continuing disclosure undertakings under Rule
15c2-12 included in the Official Statement and the appendices to the Official Statement)
as of the date of the Official Statement contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(7) An opinion or opinions of the City Attorney, dated as of the Closing
addressed to the Authority, the City and the Underwriter, in form and substance
acceptable to the Underwriter, to the effect that:
(i) The City is a municipal corporation duly organized and validly
existing under the laws of the State of California. The City Council is the
governing body of the City.
(ii) The City has all necessary power and authority to adopt the City
Resolution, to enter into and perform its duties under the City Agreements, and,
when executed and delivered by the respective parties thereto, the City
Agreements will each constitute a legal, valid and binding obligation of the City
enforceable in accordance with its respective terms, except as such enforcement
may be limited by bankruptcy, moratorium and the exercise of equitable
principles where equitable remedies are sought.
(iii) The City Resolution was duly adopted at a meeting of the City
Council, which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting throughout and the
City Resolution is in full force and effect and has not been modified, amended or
rescinded since the date of its adoption.
(iv) The execution and delivery by the City of the City Agreements, the
Official Statement and the other instruments contemplated by any of such
documents to which the City is a party, and compliance with the provisions of
2017-06-06 Agenda Packet Page 307
11
each thereof, will not conflict with or constitute a breach of or default under any
applicable law or administrative rule or regulation of the State of California, the
United States or any department, division, agency or instrumentality of either
thereof, or any applicable court or administrative decree or order or any loan
agreement, note, resolution, indenture, contract, agreement or other instrument to
which the City is a party or is otherwise subject or bound in a manner which
would materially adversely affect the City’s performance under the City
Agreements.
(v) All approvals, consents, authorizations, elections and orders of or
filings or registrations with any governmental authority, board, agency or
commission having jurisdiction which would constitute a condition precedent to,
or the absence of which would materially adversely affect, the performance by the
City of its obligations under the City Agreements have been obtained and are in
full force and effect.
(vi) To the best of the City Attorney’s knowledge, other than as
disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or body, is
pending or threatened in any way against the City (A) affecting the existence of
the City or the titles of its City Council members or its officers to their respective
offices, (B) affecting the existence of the City, (C) seeking to restrain or to enjoin
the issuance or sale of the Bonds, (D) in any way contesting or affecting the
validity or enforceability of the City Resolution or the City Agreements, (E) in
any way contesting the powers of the City to issue or sell the Bonds or its
authority with respect to the City Resolution or the City Agreements, (F) in any
way contesting or affecting any of the rights, powers, duties or obligations of the
City with respect to the money or property pledged or to be pledged under the
Indenture, the Lease Agreement or the Site Lease or (G) in any way questioning
the accuracy of the statements in the Official Statement.
(vii) The Authority is a joint exercise of powers authority organized and
validly existing under the laws of the State of California. The Board of Directors
of the Authority is the governing body of the Authority.
(viii) The Authority has all necessary power and authority to adopt the
Authority Resolution, to enter into and perform its duties under the Authority
Agreements and, when executed and delivered by the respective parties thereto,
the Authority Agreements will each constitute legal, valid and binding obligation
of the Authority enforceable in accordance with its respective terms, except as
such enforcement may be limited by bankruptcy, moratorium and the exercise of
equitable principles where equitable remedies are sought.
(ix) The Authority Resolution was duly adopted at a regular meeting of
the Board of Directors, which was called and held pursuant to law and with all
public notice required by law and at which a quorum was present and acting
2017-06-06 Agenda Packet Page 308
12
throughout and the Authority Resolution is in full force and effect and has not
been modified, amended or rescinded since the date of its adoption.
(x) To the best of the City Attorney’s knowledge, other than as
disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or body, is
pending or threatened in any way against the Authority (A) affecting the existence
of the Authority or the titles of its Board members or its officers to their
respective offices, (B) affecting the existence of the Authority, (C) seeking to
restrain or to enjoin the issuance or sale of the Bonds, (D) in any way contesting
or affecting the validity or enforceability of the Authority Resolution or the
Authority Agreements, (E) in any way contesting the powers of the Authority to
issue or sell the Bonds or its authority with respect to the Authority Resolution or
the Authority Agreements, (F) in any way contesting or affecting any of the
rights, powers, duties or obligations of the Authority with respect to the money or
property pledged or to be pledged under the Indenture, the Lease Agreement or
the Site Lease or (G) in any way questioning the accuracy of the statements in the
Official Statement.
(xi) The execution and delivery by the Authority of the Authority
Agreements, the Official Statement and the other instruments contemplated by
any of such documents to which the Authority is a party, and compliance with the
provisions of each thereof, will not conflict with or constitute a breach of or
default under any applicable law or administrative rule or regulation of the State
of California, the United States or any department, division, agency or
instrumentality of either thereof, or any applicable court or administrative decree
or order or any loan agreement, note, resolution, indenture, contract, agreement or
other instrument to which the Authority is a party or is otherwise subject or bound
in a manner which would materially adversely affect the Authority’s performance
under the Authority Agreements.
(xii) All approvals, consents, authorizations, elections and orders of or
filings or registrations with any governmental authority, board, agency or
commission having jurisdiction which would constitute a condition precedent to,
or the absence of which would materially adversely affect, the performance by the
Authority of its obligations under the Authority Agreements have been obtained
and are in full force and effect.
(xiii) Nothing has come to the attention of the City Attorney which has
led the City Attorney to believe that the Official Statement (excluding therefrom
the financial and statistical data, information regarding compliance with
continuing disclosure obligations of the City and its related entities, forecasts
included therein and information about The Depository Trust Company or
information provided by the Underwriter, as to which no opinion need be
expressed) contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
2017-06-06 Agenda Packet Page 309
13
therein, in light of the circumstances under which they were made, not misleading
in any material respect.
(8) A letter of Hawkins Delafield & Wood LLP (“Underwriter’s Counsel”),
addressed to the Underwriter, in form and substance acceptable to the Underwriter.
(9) An executed certificate of the Authority and the City, dated as of the date
of the Preliminary Official Statement, in the form attached as Exhibit B.
(10) An executed closing certificate of the Authority, dated as of the Closing,
in the form attached as Exhibit C.
(11) An executed closing certificate of the City, dated as of the Closing, in the
form attached as Exhibit D.
(12) The opinion of counsel of the Trustee dated as of the Closing, addressed to
the Authority, the City and the Underwriter to the effect that:
(i) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the State, having full
powers and authority and being qualified to enter into, accept and administer the
trust created under the Indenture, and to enter into the Indenture and the
Assignment Agreement.
(ii) The Indenture and the Assignment Agreement have been duly
authorized, executed and delivered by the Trustee, and, assuming due
authorization, execution and delivery by the other parties thereto, the Indenture
and the Assignment Agreement constitute legal, valid and binding agreements of
the Trustee enforceable in accordance with their terms, subject to laws relating in
bankruptcy, insolvency or other laws affecting the enforcement of creditors’
rights generally and the application of equitable principles if equitable remedies
are sought.
(13) A certificate of the Trustee dated as of the Closing, in the form attached as
Exhibit E.
(14) A tax certificate duly signed on behalf of the Authority and the City in
form and substance acceptable to Bond Counsel and the Underwriter.
(15) Evidence of required filings with the California Debt and Investment
Advisory Commission.
(16) Evidence of one or more of the CLTA or ALTA title insurance policies
required under the Lease Agreement for the real property described therein.
(17) A copy of the executed Blanket Authority Letter of Representations by
and between the Authority and DTC relating to the book-entry system.
2017-06-06 Agenda Packet Page 310
14
(18) Evidence that the Bonds have received the rating set forth on the cover of
the Official Statement.
(19) A copy of the Continuing Disclosure Due Diligence Report.
(20) A certificate of Harrell & Company Advisors, LLC, the City’s municipal
advisor, in the form and substance attached hereto as Exhibit F.
(21) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter or Bond Counsel may reasonably request to evidence
compliance by the Authority and the City with legal requirements, the truth and accuracy,
as of the date of the Closing, of the representations of the Authority and the City herein
contained and of the Official Statement and the due performance or satisfaction by the
Authority and the City at or prior to such time of all agreements then to be performed and
all conditions then to be satisfied by the Authority and the City.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Purchase Contract will be deemed to be in compliance with the provisions of this Purchase
Contract if, but only if, they are in form and substance satisfactory to the Underwriter. If the
Authority and the City are unable to satisfy the conditions to the obligations of the Underwriter
to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract or
if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds
will be terminated for any reason permitted by this Purchase Contract, this Purchase Contract
will terminate and neither the Underwriter, the Authority nor the City will be under further
obligations hereunder, except that the respective obligations of the Authority, the City and the
Underwriter set forth in Section 12 of this Purchase Contract will continue in full force and
effect.
Section 9. Conditions to Authority’s and City’s Obligations. The performance by the
Authority and the City of their respective obligations under this Purchase Contract are
conditioned upon: (i) the performance by the Underwriter of its obligations hereunder and
(ii) receipt by the Authority and the City of opinions addressed to the Authority and the City, and
receipt by the Underwriter of opinions addressed to the Underwriter, and the delivery of
certificates being delivered on the date of the Closing by persons and entities other than the
Authority and the City.
Section 10. Termination Events. The Underwriter will have the right to terminate the
Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to
pay for the Bonds by notifying the Authority and the City of its election to do so if, after the
execution hereof and prior to the Closing, any of the following events occurs:
(1) the marketability of the Bonds or the market price thereof, in the opinion
of the Underwriter, has been materially and adversely affected by any decision issued by
a court of the United States (including the United States Tax Court) or of the State of
California, by any ruling or regulation (final, temporary or proposed) issued by or on
behalf of the Department of the Treasury of the United States, the Internal Revenue
Service, or other governmental agency of the United States, or any governmental agency
2017-06-06 Agenda Packet Page 311
15
of the State of California, or by a tentative decision or announcement by any member of
the House Ways and Means Committee, the Senate Finance Committee, or the
Conference Committee with respect to contemplated legislation or by legislation enacted
by, pending in, or favorably reported to either the House of Representatives or either
House of the Legislature of the State of California, or formally proposed to the Congress
of the United States by the President of the United States or to the Legislature of the State
of California by the Governor of the State of California in an executive communication,
affecting the tax status of the Authority or the City, its property or income, its bonds
(including the Bonds) or the interest thereon or any tax exemption granted or authorized
by the Internal Revenue Code of 1986, as amended;
(2) the United States becomes engaged in hostilities that result in a declaration
of war or a national emergency, or any other outbreak of hostilities occurs, or a local,
national or international calamity or crisis occurs, financial or otherwise, the effect of
such outbreak, calamity or crisis being such as, in the reasonable opinion of the
Underwriter, would affect materially and adversely the ability of the Underwriter to
market the Bonds;
(3) there occurs a general suspension of trading on the New York Stock
Exchange or the declaration of a general banking moratorium by the United States, New
York State or California State authorities;
(4) a stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission is issued or made to the effect that the issuance,
offering or sale of the Bonds is or would be in violation of any provision of the Securities
Act of 1933, as then in effect, or of the Securities Exchange Act of 1934, as then in
effect, or of the Trust Indenture Act of 1939, as then in effect;
(5) legislation is enacted by the House of Representatives or the Senate of the
Congress of the United States of America, or a decision by a court of the United States of
America is rendered, or a ruling or regulation by or on behalf of the Securities and
Exchange Commission or other governmental agency having jurisdiction of the subject
matter is made or proposed to the effect that the Bonds are not exempt from registration,
qualification or other similar requirements of the Securities Act of 1933, as then in effect,
or of the Trust Indenture Act of 1939, as then in effect;
(6) in the reasonable judgment of the Underwriter, the market price of the
Bonds, or the market price generally of obligations of the general character of the Bonds,
might be materially and adversely affected because additional material restrictions not in
force as of the date hereof is imposed upon trading in securities generally by any
governmental authority or by any national securities exchange;
(7) the Comptroller of the Currency, The New York Stock Exchange, or other
national securities exchange, or any governmental authority, imposes, as to the Bonds or
obligations of the general character of the Bonds, any material restrictions not now in
force, or increase materially those now in force, with respect to the extension of credit by,
2017-06-06 Agenda Packet Page 312
16
or the charge to the net capital requirements of, or financial responsibility requirements of
the Underwriter;
(8) a general banking moratorium is established by federal, New York or State
authorities;
(9) a material disruption in securities settlement, payment or clearance
services affecting the Bonds shall have occurred;
(10) any legislation, ordinance, rule or regulation is introduced in or be enacted
by any governmental body, department or agency in the State or a decision of a court of
competent jurisdiction within the State is rendered, which, in the opinion of the
Underwriter, after consultation with the Authority and the City, materially adversely
affects the market price of the Bonds;
(11) any federal or California court, authority or regulatory body takes action
materially and adversely affecting the collection of Base Rental Payments under the
Indenture;
(12) any withdrawal, downgrading or placement on credit watch negative of
any underlying rating of any securities of the Authority or the City by a national
municipal bond rating agency that, in the opinion of the Underwriter, adversely affects
the market price of the Bonds; or
(13) an event or circumstance occurs which in the reasonable opinion of the
Underwriter makes untrue or misleading in any material respect any statement or
information contained in the Official Statement (other than any information relating to
the Underwriter).
Section 11. Establishment of Issue Price.
[to be discussed]
The underwriter agrees to assist the Authority in establishing the issue price of the
Bonds and shall execute and deliver to the Authority at Closing an “issue price” or
similar certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit G, with such
modifications as may be appropriate or necessary, in the reasonable judgment of the
underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the
sales price or prices or the initial offering price or prices to the public of the Bonds. [All
actions to be taken by the Authority under this Section to establish the issue price of the
Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor
identified herein and any notice or report to be provided to the Authority may be
provided to the Authority’s municipal advisor.] Certain terms used in this Section are
defined below.
[[Except as otherwise set forth in Exhibit G attached hereto,] the Authority will
treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold
2017-06-06 Agenda Packet Page 313
17
to the public as the issue price of that maturity (if different interest rates apply within a
maturity, each separate CUSIP number within that maturity will be subject to the 10%
Test). At or promptly after the execution of this Purchase Contract, the underwriter shall
report to the Authority the price or prices at which it has sold to the public each maturity
of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the
Bonds, the underwriter agrees to promptly report to the Authority the prices at which it
sells the unsold Bonds of that maturity to the public. That reporting obligation shall
continue, whether or not the Closing has occurred, until the 10% Test has been satisfied
as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the
public.]
[The underwriter confirms that it has offered the Bonds to the public on or before
the date of this Purchase Contract at the offering price or prices (the “Initial Offering
Price”), or at the corresponding yield or yields, set forth in Exhibit G attached hereto,
except as otherwise set forth therein. Exhibit G also sets forth, as of the date of this
Purchase Contract, the maturities, if any, of the Bonds for which the 10% Test has not
been satisfied and for which the Authority and the underwriter agree that the restrictions
set forth in the next sentence shall apply, which will allow the Authority to treat the
Initial Offering Price to the public of each such maturity as of the sale date as the issue
price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold-The-
Offering-Price Rule remains applicable to any maturity of the Bonds, the underwriter will
neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher
than the Initial Offering Price to the public during the period starting on the sale date and
ending on the earlier of the following:
(1) the close of the fifth (5
th) business day after the sale date; or
(2) the date on which the underwriter has sold at least 10% of that maturity of
the Bonds to the public at a price that is no higher than the Initial Offering Price to the
public.
The underwriter shall promptly advise the Authority when it has sold 10% of that
maturity of the Bonds to the public at a price that is no higher than the Initial Offering
Price to the public, if that occurs prior to the close of the fifth (5th) business day after the
sale date.]
The underwriter confirms that any selling group agreement and any retail
distribution agreement relating to the initial sale of the Bonds to the public, together with
the related pricing wires, contains or will contain language obligating each dealer who is
a member of the selling group and each broker-dealer that is a party to such retail
distribution agreement, as applicable, to (a) report the prices at which it sells to the public
the unsold Bonds of each maturity allotted to it until it is notified by the underwriter that
either the 10% Test has been satisfied as to the Bonds of that maturity or all Bonds of that
maturity have been sold to the public and (b) comply with the Hold-The-Offering-Price
Rule, if applicable, in each case if and for so long as directed by the underwriter. The
Authority acknowledges that, in making the representation set forth in this Section, the
underwriter will rely on (c) in the event a selling group has been created in connection
2017-06-06 Agenda Packet Page 314
18
with the initial sale of the Bonds to the public, the agreement of each dealer who is a
member of the selling group to comply with the Hold-The-Offering-Price Rule, if
applicable, as set forth in a selling group agreement and the related pricing wires, and (d)
in the event that a retail distribution agreement was employed in connection with the
initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party
to such agreement to comply with the Hold-The-Offering-Price Rule, if applicable, as set
forth in the retail distribution agreement and the related pricing wires. The Authority
further acknowledges that the underwriter shall not be liable for the failure of any dealer
who is a member of a selling group, or of any broker-dealer that is a party to a retail
distribution agreement, to comply with its corresponding agreement regarding the Hold-
The-Offering-Price Rule as applicable to the Bonds.
The underwriter acknowledges that sales of any of the Bonds to any person that is
a related party to the underwriter shall not constitute sales to the public for purposes of
this Section. Further, for purposes of this Section:
(i) “public” means any person other than an underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the Authority (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the public and (B) any
person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (A) to participate in the initial sale of the Bonds to the
public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital interests or
profits interests, if both entities are partnerships (including direct ownership by
one partnership of another), or (iii) more than 50% common ownership of the
value of the outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and the
other entity is a partnership (including direct ownership of the applicable stock or
interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Purchase Contract by all
parties.
Section 12. Payment of Expenses. (a) The Underwriter will be under no obligation to
pay, and the Authority will pay the following expenses incident to the performance of the
Authority’s and the City’s obligations hereunder:
(i) the fees and disbursements of the City’s municipal advisor(s) and
of Bond Counsel and Disclosure Counsel;
2017-06-06 Agenda Packet Page 315
19
(ii) the cost of printing and delivering the Bonds, the Preliminary
Official Statement and the Official Statement (and any amendment or supplement
prepared pursuant to Section 4 of this Purchase Contract);
(iii) the fees and disbursements of accountants, advisers and of any
other experts or consultants retained by the Authority or the City; and
(iv) any other expenses and costs of the Authority and the City incident
to the performance of their respective obligations in connection with the
authorization, issuance and sale of the Bonds, including out of pocket expenses
and regulatory expenses, and any other expenses agreed to by the parties.
(b) The City and the Authority will be under no obligation to pay, and the
Underwriter will pay, any fees of the California Debt and Investment Advisory Commission, the
cost of obtaining CUSIP numbers, the cost of preparation of any “blue sky” or legal investment
memoranda and this Purchase Contract; and all other expenses incurred by the Underwriter in
connection with its public offering and distribution of the Bonds (except those specifically
enumerated in paragraph (a) of this section), including the fees and disbursements of
Underwriter’s Counsel (if any) and any advertising expenses.
Section 13. Notices. Any notice or other communication to be given to the Authority
or the City under this Purchase Contract may be given by delivering the same in writing to the
Authority and the City at the addresses set forth on the first page of this Purchase Contract, and
any notice or other communication to be given to the Underwriter under this Purchase Contract
may be given by delivering the same in writing to J.P. Morgan, 560 Mission Street, 3rd Floor,
San Francisco, California 94105 Attention: Alex Burnett.
Section 14. Survival of Representations, Warranties, Agreements. All of the
Authority’s and the City’s representations, warranties and agreements contained in this Purchase
Contract will remain operative and in full force and effect regardless of: (a) any investigations
made by or on behalf of the Underwriter; or (b) delivery of and payment for the Bonds pursuant
to this Purchase Contract. The agreements contained in this Section and in Section 12 will
survive any termination of this Purchase Contract.
Section 15. Benefit; No Assignment. This Purchase Contract is made solely for the
benefit of the Authority, the City and the Underwriter (including its successors and assigns), and
no other person will acquire or have any right hereunder or by virtue hereof. The rights and
obligations created by this Purchase Contract are not subject to assignment by the Underwriter,
the Authority or the City without the prior written consent of the other parties hereto.
Section 16. Severability. In the event that any provision of this Purchase Contract is
held invalid or unenforceable by any court of competent jurisdiction, such holding will not
invalidate or render unenforceable any other provision of this Purchase Contract.
Section 17. Counterparts. This Purchase Contract may be executed in any number of
counterparts, all of which taken together will constitute one agreement, and any of the parties
hereto may execute the Purchase Contract by signing any such counterpart.
2017-06-06 Agenda Packet Page 316
20
Section 18. Governing Law. This Purchase Contract will be governed by the laws of
the State of California.
2017-06-06 Agenda Packet Page 317
21
Section 19. Effectiveness. This Purchase Contract will become effective upon the
execution of the acceptance hereof by an authorized officer of the Authority and the City, and
will be valid and enforceable as of the time of such acceptance.
Very truly yours,
J.P. MORGAN SECURITIES LLC, as
Underwriter
By:____________________________________
Authorized Representative
Accepted:
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:___________________________________
Authorized Representative
Time of Execution: ____ Pacific Time
CITY OF CHULA VISTA
By:___________________________________
Authorized Representative
Time of Execution: ____ Pacific Time
2017-06-06 Agenda Packet Page 318
A-1
EXHIBIT A
$___________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
Principal
Payment Date
(May 1)Principal Rate Yield Price
2017 $%%
Total:$
____________________
C Priced to first par call on ___________.
REDEMPTION PROVISIONS
Optional Redemption. The Bonds are not subject to optional redemption prior to their
respective maturities.
Extraordinary Redemption from Insurance Proceeds. The Bonds are subject to
redemption, in whole or in part, on any date, in Authorized Denominations, from and to the
extent of any Net Insurance Proceeds received with respect to all or a portion of the Leased
Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, at a
Redemption Price equal to the principal amount of the Bonds to be redeemed, plus accrued
interest thereon to the date of redemption, without premium.
2017-06-06 Agenda Packet Page 319
B-1
EXHIBIT B
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
15c2-12 CERTIFICATE
The undersigned hereby states and certifies:
1. That she is the duly appointed, qualified and acting Chief Financial Officer of the
Chula Vista Municipal Financing Authority (the “Authority”) and as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same; and
2. That there has been delivered to the Underwriter of the captioned Bonds, a
Preliminary Official Statement dated _______, 2017 for the captioned Bonds (including the
cover page and all appendices thereto, the “Preliminary Official Statement”), which the
Authority deems final as of its date for purposes of Rule 15c2 12 promulgated under the
Securities Exchange Act of 1934, as amended (“Rule 15c2 12”), except for information
permitted to be omitted therefrom by Rule 15c2 12.
Dated: _______, 2017
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:_____________________________________
Chief Financial Officer
2017-06-06 Agenda Packet Page 320
C-1
EXHIBIT C
$________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
CLOSING CERTIFICATE OF THE AUTHORITY
The undersigned hereby certifies and represents that he or she is the duly appointed and
acting representative of the Chula Vista Municipal Financing Authority (the “Authority”), and is
duly authorized to execute and deliver this Certificate and further hereby certifies and reconfirms
on behalf of the Authority as follows:
(a) The representations, warranties and covenants of the Authority contained in the
Bond Purchase Agreement dated _______, 2017, among the Authority, the City of Chula Vista
and J.P. Morgan Securities LLC, as underwriter (the “Purchase Contract”), are true and correct
and in all material respects on and as of the date of the Closing with the same effect as if made
on the date of the Closing.
(b) The Authority Resolution is in full force and effect at the date of the Closing and
has not been amended, modified or supplemented, except as agreed to by the Authority and the
Underwriter.
(c) The Authority has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied on or prior to the date of the Closing.
(d) Subsequent to the date of the Official Statement and on or prior to the date of such
certificate, there has been no material adverse change in the condition (financial or otherwise) of
the Authority, whether or not arising in the ordinary course of the operations of the Authority, as
described in the Official Statement.
(e) The Official Statement, under the heading “INTRODUCTION - The City and the
Authority,” does not contain any untrue or misleading statement of a material fact and does not
omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
Capitalized terms used but not defined herein have the meanings given such terms in the
Bond Purchase Agreement.
Dated: _______, 2017.
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:___________________________________
Authorized Officer
2017-06-06 Agenda Packet Page 321
D-1
EXHIBIT D
$___________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
CLOSING CERTIFICATE OF THE CITY
The undersigned hereby certifies and represents that he or she is the duly appointed and
acting representative of the City of Chula Vista (the “City”), and is duly authorized to execute
and deliver this Certificate and further hereby certifies and reconfirms on behalf of the City as
follows:
(a) The representations, warranties and covenants of the City contained in the Bond
Purchase Agreement dated _______, 2017, among the City, the Chula Vista Municipal Financing
Authority and J.P. Morgan Securities LLC, Incorporated, as underwriter (the “Purchase
Contract”) are true and correct and in all material respects on and as of the date of the Closing
with the same effect as if made on the date of the Closing.
(b) The City Resolution is in full force and effect at the date of the Closing and has
not been amended, modified or supplemented, except as agreed to by the City and the
Underwriter.
(c) The City has complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied on or prior to the date of the Closing.
(d) Subsequent to the date of the Official Statement and on or prior to the date of such
certificate, there has been no material adverse change in the condition (financial or otherwise) of
the City, whether or not arising in the ordinary course of operations, as described in the Official
Statement.
(e) The Official Statement (other than any information it contains concerning the
Depository Trust Company and the book-entry system for the Bonds or provided by the
Underwriter) does not contain any untrue or misleading statement of a material fact and does not
omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
Capitalized terms used but not defined herein have the meanings given in the Purchase
Contract.
Dated: _______, 2017.
CITY OF CHULA VISTA
By:_____________________________
Authorized Officer
2017-06-06 Agenda Packet Page 322
E-1
EXHIBIT E
$_________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
CLOSING CERTIFICATE OF THE TRUSTEE
The undersigned hereby certifies and represents that he or she is the duly appointed and
acting representative of U.S. Bank National Association (the “Trustee”), and is duly authorized
to execute and deliver this Certificate and further hereby certifies and reconfirms on behalf of the
Trustee as follows:
(a) The Trustee has all necessary power to enter into the Indenture, dated as of July 1,
2017 (the “Indenture”), the Assignment Agreement, dated as of July 1, 2017 (the “Assignment
Agreement”) and
(b) The Indenture and the Assignment Agreement have been duly authorized,
executed and delivered by the Trustee and the Indenture, the Assignment Agreement constitute
the legal, valid and binding obligations of the Trustee enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting
the enforcement of creditors’ rights generally and by the application of equitable principles, if
equitable remedies are sought;
(c) No consent, approval, authorization or other action by any governmental or
regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be
required for the execution and delivery of the Trustee or the performance by the Trustee of its
duties and obligations under the Indenture and the Assignment Agreement;
(d) The execution and delivery by the Trustee of the Indenture and the Assignment
Agreement and compliance with the terms thereof will not conflict with, or result in a violation
or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution
or any other agreement or instrument to which the Trustee is a party or by which it is bound, or
any law or any rule, regulation, order or decree of any court or governmental agency or body
having jurisdiction over the Trustee or any of its activities or properties (except that no
representation, warranty or agreement need be made by such counsel with respect to any federal
or State securities or blue sky laws or regulations); and
(e) There is no action, suit, proceeding or investigation, at law or in equity, before or
by any court or governmental agency, public board or body pending, or to the best knowledge of
the Trustee, threatened against the Trustee which in the reasonable judgment of the Trustee
would affect the existence of the Trustee or in any way contesting or affecting the validity or
enforceability of the Indenture or the Assignment Agreement, or contesting the powers of the
Trustee or its authority to enter into and perform its obligations thereunder.
Capitalized terms used but not defined herein have the meanings given such terms in the
Purchase Contract.
2017-06-06 Agenda Packet Page 323
E-2
Dated: _______, 2017.
U.S. BANK NATIONAL ASSOCIATION,
as trustee
By:_________________________________
Authorized Officer
2017-06-06 Agenda Packet Page 324
F-1
EXHIBIT F
$___________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
CERTIFICATE OF MUNICIPAL ADVISOR
The undersigned hereby states and certifies:
(i) that the undersigned is an authorized officer of Harrell & Company Advisors,
LLC (the “Municipal Advisor”), which has acted as municipal advisor to Chula Vista Municipal
Financing Authority (the “Authority”) in connection with the issuance of the above-referenced
bonds (the “Bonds”), and as such, is familiar with the facts herein certified and is authorized and
qualified to certify the same;
(ii) that the Municipal Advisor has participated in the preparation of the Preliminary
Official Statement dated _______, 2017 and the final Official Statement dated ______, 2017 (the
“Official Statement”) relating to the Bonds; and
(iii) that nothing has come to the attention of the Municipal Advisor which would lead
it to believe that the Official Statement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
Dated______, 2017.
HARRELL & COMPANY ADVISORS, LLC,
as Municipal Advisor
By:___________________________________
Authorized Officer
2017-06-06 Agenda Packet Page 325
G-1
EXHIBIT G
$___________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 Lease Revenue Bonds
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of J.P. Morgan Securities LLC (“JPM”) hereby certifies as
set forth below with respect to the sale and issuance of the above-captioned obligations (the
“Bonds”).
1. [Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first
price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective
price listed in Schedule A.] [As of the date of this certificate, for each Maturity of the General
Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to
the Public is the respective price listed in Schedule A.]
2. [Initial Offering Price of the Bonds [Hold-the-Offering-Price Maturities]. (a) [JPM offered the
Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the
“Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.] [Select Maturities
Use Hold-the-Offering-Price Rule: JPM offered the Hold-the-Offering-Price Maturities to the
Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial
Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.]
(b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule] As set forth in the Purchase
Contract JPM agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer
nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial
Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-
offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each
dealer who is a member of the selling group, and any retail distribution agreement shall contain
the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply
with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined
below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective
Initial Offering Price for that Maturity of the Bonds during the Holding Period.
[Alternative 2 – Select Maturities use Hold-the-Offering-Price Rule] [As set forth in the
Purchase Contract JPM has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-
Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person
at a price that is higher than the Initial Offering Price for such Maturity during the Holding
Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group
agreement shall contain the agreement of each dealer who is a member of the selling group, and
any retail distribution agreement shall contain the agreement of each broker-dealer who is a party
to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to
2017-06-06 Agenda Packet Page 326
G-1
such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-
the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for
that Maturity of the Bonds during the Holding Period.]
3. Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as
the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule
A hereto as the “Hold-the-Offering-Price Maturities.”]
[(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after
the Sale Date ([DATE]), or (ii) the date on which the JPM has sold at least 10% of such Hold-
the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering
Price for such Hold-the-Offering-Price Maturity.]
(d) Issuer means Chula Vista Municipal Financing Authority.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are
treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The
term “related party” for purposes of this certificate generally means any two or more persons
who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a
Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
(h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (i) of this paragraph to participate in the initial sale
of the Bonds to the Public (including a member of a selling group or a party to a retail
distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents JPM’s interpretation of any laws, including specifically Sections 103 and
148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by
the Issuer [and the City of Chula Vista] with respect to certain of the representations set forth in
the [Tax Certificate] and with respect to compliance with the federal income tax rules affecting
the Bonds, and by Stradling Yocca Carlson & Rauth in connection with rendering its opinion that
the interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of Internal Revenue Service Form 8038[-G][-GC][-TC], and other federal income tax
2017-06-06 Agenda Packet Page 327
G-1
advice it may give to the Issuer [and the City of Chula Vista] from time to time relating to the
Bonds.
J.P. MORGAN SECURITIES LLC
By:____________________________________
Authorized Representative
Dated: [ISSUE DATE]
2017-06-06 Agenda Packet Page 328
G-1
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
2017-06-06 Agenda Packet Page 329
G-1
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
2017-06-06 Agenda Packet Page 330
PRELIMINARY OFFICIAL STATEMENT DRAFT DATED JUNE 1, 2017
NEW ISSUE - BOOK-ENTRY RATING
S&P: “___”
(See “CONCLUDING INFORMATION - Rating on the Bonds” herein)
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation (“Bond Counsel”), under existing statutes, regulations,
rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements
described more fully herein, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals
and corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of
California personal income tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership
or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein.
$65,600,000*
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
Dated: Date of Delivery Due: As shown on the inside cover page
The Chula Vista Municipal Financing Authority 2017 Lease Revenue Bonds (the “Bonds”) are being issued to finance infrastructure,
facilities and equipment and pay the costs incurred in connection with the issuance of the Bonds. The Bonds are payable from the
revenues pledged under the Indenture, as defined herein, consisting primarily of Base Rental Payments (the “Base Rental Payments”)
to be made by the City of Chula Vista (the “City”) to the Chula Vista Municipal Financing Authority (the “Authority”) as rental for
certain City-owned property (the “Leased Property”) pursuant to a Lease Agreement, as defined herein, and from certain funds held
under the Indenture and insurance or condemnation awards. The City is required under the Lease Agreement to make Base Rental
Payments in each fiscal year in consideration of the use and possession of the Leased Property from any source of available funds in
an amount sufficient to pay the annual principal and interest due on the Bonds, subject to abatement, as described herein. See
“SOURCES OF PAYMENT FOR THE BONDS” and “RISK FACTORS” herein.
Interest on the Bonds is payable semiannually on November 1 and May 1 of each year, commencing November 1, 2017. The Bonds
are not subject to optional redemption prior to maturity. See “THE BONDS - General Provisions” and “THE BONDS - Redemption”
herein.
THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM BASE RENTAL PAYMENTS AND OTHER
FUNDS HELD UNDER THE INDENTURE. THE BONDS ARE NOT A DEBT, OBLIGATION OR LIABILITY OF THE CITY, THE STATE OF
CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AUTHORITY), NOR DO THEY CONSTITUTE A PLEDGE
OF THE FAITH AND CREDIT OR THE TAXING POWER OF ANY OF THE FOREGOING (INCLUDING THE AUTHORITY AND THE CITY).
THE AUTHORITY DOES NOT HAVE ANY TAXING POWER. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE CITY’S OBLIGATION TO MAKE
BASE RENTAL PAYMENTS IS AN OBLIGATION PAYABLE FROM THE CITY’S GENERAL FUND OR ANY OTHER SOURCE OF FUNDS
LEGALLY AVAILABLE TO THE CITY TO MAKE BASE RENTAL PAYMENTS. THE OBLIGATION OF THE CITY TO MAKE BASE
RENTAL PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY DEBT LIMIT OR RESTRICTION OR ANY OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY
FORM OF TAXATION, OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.
The cover page contains certain information for quick reference only. It is not a summary of the issue. Potential investors must read
the entire Official Statement to obtain information essential to the making of an informed investment decision. See “RISK FACTORS”
herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the Bonds.
The Bonds are offered, when, as and if issued, subject to the approval as to their legality by Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California, Bond Counsel. Certain legal matters will be passed on for the City and the
Authority by the City Attorney, and by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as
Disclosure Counsel and for the Underwriter by Hawkins Delafield & Wood LLP, San Francisco, California. It is anticipated that the
Bonds, in book-entry form, will be available for delivery on or about July 11, 2017 through the facilities of The Depository Trust
Company (see “APPENDIX E - THE BOOK-ENTRY SYSTEM” herein).
The date of the Official Statement is __________, 2017.
__________________________
* Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shallthis Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction. 2017-06-06 Agenda Packet Page 331
$65,600,000*
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE BONDS
MATURITY SCHEDULE
(Base CUSIP† 17132E)
Maturity Date Principal Interest
May 1 Amount Rate Yield Price CUSIP®†
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
__________________________
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP
Global Services, managed by S&P Capital IQ on behalf of the American Bankers Association. CUSIP numbers
have been assigned by an independent company not affiliated with the Authority, the City, the Municipal Advisor
or the Underwriter and are included solely for the convenience of the holders of the Bonds. None of the Authority,
the City, the Municipal Advisor or the Underwriter is responsible for the selection or use of these CUSIP numbers,
and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a
specific maturity is subject to being changed after the execution and delivery of the Bonds as a result of various
subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of
the procurement of secondary market portfolio insurance or other similar enhancement by investors that is
applicable to all or a portion of certain maturities of the Bonds.
2017-06-06 Agenda Packet Page 332
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of the Bonds
referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official
Statement is not to be construed as a contract with the purchasers of the Bonds.
Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion
contained in this Official Statement are subject to change without notice. Neither the delivery of this Official
Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no
change in the affairs of the City or any other parties described in this Official Statement.
Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, any
press release and any oral statement made with the approval of an authorized officer of the City or any other entity
described or referenced herein, the words or phrases “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject
to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-
looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the
forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be
differences between forecasts and actual results, and those differences may be material.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the Authority or the City to
give any information or to make any representations in connection with the offer or sale of the Bonds other than those
contained herein and if given or made, such other information or representation must not be relied upon as having
been authorized by the Authority, the City, the Municipal Advisor or the Underwriter. This Official Statement does
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person
in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
Preparation of this Official Statement. The information contained in this Official Statement has been obtained from
sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. The
information and expressions of opinions herein are subject to change without notice and neither the delivery of this
Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with
the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose,
unless authorized in writing by the City. All summaries of the Bonds, the Lease Agreement, the Indenture or other
documents, are made subject to the provisions of such documents and do not purport to be complete statements of any
or all of such provisions. Reference is hereby made to such documents on file with the City Clerk for further
information. See “INTRODUCTION - Summaries Not Definitive.”
The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has
reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does
not guarantee the accuracy or completeness of such information.
Bonds are Exempt from Securities Laws Registration. The issuance, sale and delivery of the Bonds has not been
registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in
reliance upon exemptions for the execution, sale and delivery of municipal securities provided under Section 3(a)(2)
of the Securities Act of 1933 and Section 3(a)(l2) of the Securities Exchange Act of 1934.
Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which
stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the
Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page
hereof and said public offering prices may be changed from time to time by the Underwriter.
City Website. The City maintains a website. The information on such website is not part of this Official Statement
and is not intended to be relied on by investors with respect to the Bonds unless specifically set forth or incorporated
herein.
2017-06-06 Agenda Packet Page 333
CITY OF CHULA VISTA, CALIFORNIA
CITY COUNCIL AND AUTHORITY BOARD MEMBERS
Mary Casillas Salas, Mayor
John McCann, Councilmember, District 1
Patricia Aguilar, Councilmember, District 2
Stephen Padilla, Councilmember, District 3
Mike Diaz, Councilmember, District 4
________________________________________
CITY STAFF
Gary Halbert, City Manager
Maria Kachadoorian, Deputy City Manager/Chief Financial Officer
Kelley Bacon, Deputy City Manager
Kelly Broughton, Director of Development Services
Eric Crockett, Director of Economic Development
William Valle, Director of Engineering and Capital Projects
Jim Geering, Fire Chief
David Bilby, Director of Finance/Treasurer
Courtney Chase, Director of Human Resources
Edward Chew, Director of Information Technology Services
Betty Waznis, Director of Library
Roxana Kennedy, Chief of Police
Richard Hopkins, Director of Public Works
Kristi McClure Huckaby, Director of Recreation
Glen R. Googins, City Attorney
Donna Norris, CMC, City Clerk
________________________________________
PROFESSIONAL SERVICES
Bond Counsel and Disclosure Counsel
Stradling Yocca Carlson & Rauth, a Professional Corporation
Newport Beach, California
Municipal Advisor
Harrell & Company Advisors, LLC
Orange, California
Trustee
U.S. Bank National Association
Los Angeles, California
2017-06-06 Agenda Packet Page 334
TABLE OF CONTENTS
INTRODUCTION ...................................................... 1
The City and the Authority ........................................ 1
Purpose ...................................................................... 1
Security and Sources of Repayment .......................... 2
Limited Obligation ..................................................... 3
No Reserve Fund ....................................................... 3
Legal Matters ............................................................. 3
Professional Services ................................................. 3
Offering of the Bonds ................................................ 3
Summaries Not Definitive ......................................... 3
THE FINANCING PLAN .......................................... 4
Estimated Sources and Uses of Funds ....................... 4
The Project ................................................................. 4
THE LEASED PROPERTY ...................................... 7
THE BONDS ............................................................... 8
General Provisions ..................................................... 8
Redemption ................................................................ 8
Scheduled Debt Service on the Bonds ..................... 10
SOURCES OF PAYMENT FOR THE BONDS ..... 11
General ..................................................................... 11
Base Rental Payments; Abatement .......................... 11
No Reserve Fund ..................................................... 12
Insurance Relating to the Property ........................... 12
Remedies on Default ................................................ 13
Encumbrances .......................................................... 14
CITY OF CHULA VISTA ........................................ 14
General Information ................................................. 14
General Organization ............................................... 14
Governmental Services ............................................ 15
Community Facilities and Services ......................... 16
Transportation .......................................................... 16
Population ................................................................ 17
Per Capita Personal Income ..................................... 17
Employment ............................................................. 18
Industry .................................................................... 19
Largest Employers ................................................... 20
Commercial Activity ................................................ 20
Building Activity ..................................................... 22
FINANCIAL INFORMATION ............................... 22
Fiscal Policies .......................................................... 22
Budgetary Process and Administration .................... 25
Economic Conditions and Outlook .......................... 25
Revenues and Expenditures ..................................... 27
Ad Valorem Property Taxes ..................................... 30
Local Taxes .............................................................. 34
Motor Vehicle License Fees ..................................... 37
Public Facilities Development Impact Fees ............. 37
Personnel ................................................................. 38
Employee Relations and Collective Bargaining ...... 38
Pension Plans ........................................................... 38
Defined Contribution Pension Plan .......................... 45
Other Post Employment Benefits ............................. 46
Risk Management .................................................... 48
City Investment Policy and Portfolio ....................... 49
Outstanding Indebtedness of the City ...................... 50
Joint Financing Agreement with Respect to the
Chula Vista Bayfront ............................................. 51
USOC Training Facility ........................................... 52
Estimated Direct and Overlapping Debt .................. 52
Financial Statements ................................................ 53
RISK FACTORS ....................................................... 58
The Base Rental Payments ....................................... 58
Natural Hazards ....................................................... 59
State Budget ............................................................. 60
Limited Recourse on Default; No Acceleration ....... 62
Enforcement of Remedies ........................................ 62
Bankruptcy ............................................................... 63
Constitutional Limitation on Taxes and
Expenditures ......................................................... 64
Federal Legislation .................................................. 68
Early Redemption Risk ............................................ 68
Loss of Tax Exemption ............................................ 68
IRS Audit of Tax-Exempt Bond Issues .................... 69
Secondary Market Risk ............................................ 69
TAX MATTERS ........................................................ 69
LEGAL MATTERS .................................................. 71
Enforceability of Remedies ...................................... 71
Approval of Legal Proceedings ................................ 71
Absence of Litigation ............................................... 71
CONCLUDING INFORMATION .......................... 72
Rating on the Bonds ................................................. 72
Underwriting ............................................................ 72
The Municipal Advisor ............................................ 73
Continuing Disclosure ............................................. 73
References ................................................................ 73
Execution ................................................................. 74
APPENDIX A - SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS
APPENDIX B - CITY AUDITED FINANCIAL
STATEMENTS
APPENDIX C - FORM OF CONTINUING
DISCLOSURE AGREEMENT
APPENDIX D - PROPOSED FORM OF BOND
COUNSEL OPINION
APPENDIX E - THE BOOK-ENTRY SYSTEM
2017-06-06 Agenda Packet Page 335
1
OFFICIAL STATEMENT
$65,600,000*
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
2017 LEASE REVENUE REFUNDING BONDS
This Official Statement which includes the cover page, the inside cover page and appendices (the “Official
Statement”), is provided to furnish certain information concerning the sale of the Chula Vista Municipal
Financing Authority (the “Authority”) 2017 Lease Revenue Bonds (the “Bonds”).
INTRODUCTION
This Introduction contains only a brief description of this issue and does not purport to be complete. The
Introduction is subject in all respects to more complete information in the entire Official Statement and the
offering of the Bonds to potential investors is made only by means of the entire Official Statement and the
documents summarized herein. Potential investors must read the entire Official Statement to obtain
information essential to the making of an informed investment decision with respect to the Bonds (see
“RISK FACTORS” herein). For definitions of certain capitalized terms used herein and not otherwise
defined, and the terms relating to the Bonds, see the summary included in “APPENDIX A - SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS” herein.
The City and the Authority
The City of Chula Vista (the “City”) is located on San Diego Bay in Southern California, 8 miles south of
the City of San Diego and 7 miles north of the Mexico border in an area generally known as “South Bay.”
The City encompasses approximately 50 square miles. Based on population, Chula Vista is the second
largest city in San Diego County (see “CITY OF CHULA VISTA” herein).
The Authority is a joint exercise of powers authority organized and existing under and by virtue of the Joint
Exercise of Powers Act, constituting Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the Government Code of the State of California (the “Joint Powers Act”). The City
and the Housing Authority of the City of Chula Vista formed the Authority by the execution of a joint
exercise of powers agreement on June 11, 2013.
Pursuant to the Joint Powers Act, the Authority is authorized to issue lease revenue bonds to provide funds
to acquire or construct and to refinance public capital improvements and to provide for, such revenue bonds
to be repaid from lease payments, such as the Base Rental Payments described herein.
The Authority is governed by a five-member Board which consists of all members of the City Council. The
Mayor serves as the Chair of the Authority. The City Manager acts as the Executive Director.
Purpose
The Bonds are being issued to finance infrastructure, facilities and equipment and to pay the costs of
issuance of the Bonds. See “THE FINANCING PLAN” herein.
__________________________
* Preliminary, subject to change.
2017-06-06 Agenda Packet Page 336
2
Security and Sources of Repayment
The Bonds are secured under an Indenture, dated as of July 1, 2017, (the “Indenture”), by and among the
Authority, the City and U.S. Bank National Association, Los Angeles, California, as trustee (the “Trustee”)
(see “APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein).
The Bonds are payable from the revenues pledged under the Indenture. The revenues consist primarily of
Base Rental Payments (the “Base Rental Payments”) to be made by the City to the Authority as the rental
for certain city facilities (the “Leased Property”) and from certain funds held under the Indenture and
investment earnings thereon, and from net proceeds of insurance or condemnation awards. See “THE
LEASED PROPERTY” herein.
Pursuant to a Site Lease, dated as of July 1, 2017 (the “Site Lease”), by and between the Authority and the
City, the City will lease the Leased Property to the Authority. The Authority will sublease the Leased
Property back to the City under the Lease Agreement, dated as of July 1, 2017, by and between the City
and the Authority (the “Lease Agreement”). The Base Rental Payments are to be made pursuant to the
Lease Agreement.
All of the Authority’s right, title and interest in and to the Lease Agreement (apart from certain rights to
receive Additional Rental, as defined therein, to the extent payable to the Authority and to indemnification),
including the right to receive Base Rental Payments under the Lease Agreement, will be assigned to the
Trustee under the Indenture and under the Assignment Agreement, dated as of July 1, 2017 (the
“Assignment Agreement”), by and between the Authority and the Trustee, for the benefit of Bondholders.
In general, the City is required under the Lease Agreement to pay to the Authority the Base Rental Payments
for use and possession of the Leased Property which amounts are calculated to be sufficient in both time
and amount to pay, when due, the principal of and interest on the Bonds.
The City’s obligation to pay Base Rental Payments under the Lease Agreement is subject, however, to
events of abatement as described therein. The City is required to make the Base Rental Payments from
legally available funds. The City will covenant in the Lease Agreement to take such actions as may be
necessary to include all Base Rental Payments in its annual budgets and to make the necessary annual
appropriations for all such Base Rental Payments subject to complete or partial abatement of such Base
Rental Payments resulting from a taking of the Leased Property (either in whole or in part) under the powers
of eminent domain or resulting from title defect or damage or destruction of all or any portion of the Leased
Property.
For a summary of the Indenture and the Lease Agreement, see “APPENDIX A - SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS” herein. Certain capitalized terms used in this Official Statement and not otherwise
defined have the meanings given them in “APPENDIX A.”
In the opinion of Bond Counsel, the Indenture, the Site Lease, the Lease Agreement and the Assignment
Agreement have been duly approved by the Authority and constitute the legal, valid and binding obligations
of the Authority enforceable against the Authority in accordance with their respective terms. In the further
opinion of Bond Counsel, the Indenture, the Site Lease, the Lease Agreement and the Assignment
Agreement have been duly approved by the City and constitute legal, valid and binding obligations of the
City enforceable against the City in accordance with their respective terms, however, the rights of the
owners of the Bonds and the enforceability of the Bonds, the Indenture, the Site Lease, the Lease Agreement
and the Assignment Agreement may be subject to bankruptcy, insolvency, moratorium and other similar
laws affecting creditors’ rights heretofore or hereafter enacted and their enforcement may be subject to the
exercise of judicial discretion in accordance with general principles of equity and by the limitations on legal
remedies against municipalities in the State of California (see “RISK FACTORS - Limited Recourse on
Default; No Acceleration” herein). The proposed form of Bond Counsel’s opinion expected to be delivered
upon the issuance of the Bonds is attached hereto as “APPENDIX D.”
2017-06-06 Agenda Packet Page 337
3
Limited Obligation
THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED
BY A PLEDGE OF BASE RENTAL PAYMENTS AND CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE
INDENTURE. THE AUTHORITY HAS NO TAXING POWER.
THE CITY’S OBLIGATION TO MAKE BASE RENTAL PAYMENTS IS AN OBLIGATION PAYABLE FROM
THE CITY’S GENERAL FUND OR ANY OTHER SOURCE OF FUNDS LEGALLY AVAILABLE TO THE CITY
TO MAKE BASE RENTAL PAYMENTS. THE OBLIGATION OF THE CITY TO MAKE BASE RENTAL
PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION OR ANY OBLIGATION FOR WHICH
THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION, OR FOR WHICH THE CITY
HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.
No Reserve Fund
The Authority will not fund a reserve fund for the Bonds.
Legal Matters
Certain legal matters relating to the issuance of the Bonds are subject to the approving opinion of Stradling
Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. Certain
legal matters will be passed on for the City and the Authority by Glen R. Googins, as City Attorney and by
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure
Counsel, and for the Underwriter by its counsel, Hawkins Delafield & Wood LLP, San Francisco,
California. Fess payable to Bond Counsel and Disclosure Counsel are contingent upon the sale and delivery
of the Bonds.
Professional Services
U.S. Bank National Association, Los Angeles, California, serves as Trustee under the Indenture.
Harrell & Company Advisors, LLC (the “Municipal Advisor”) has advised the City as to the financial
structure and certain other financial matters relating to the Bonds. Fees payable to the Municipal Advisor
are contingent upon the sale and delivery of the Bonds.
Offering of the Bonds
Authority for Issuance and Delivery. The Bonds are to be issued in accordance with applicable provisions
of the California Government Code, the Indenture and by Resolution No. ________ of the Authority
adopted on June 6, 2017.
Offering and Delivery of the Bonds. The Bonds are offered, when, as and if issued, subject to the approval
as to their legality by Bond Counsel. It is anticipated that the Bonds, in book-entry form, will be available
for delivery on or about July 11, 2017 through the facilities of The Depository Trust Company.
Summaries Not Definitive
The summaries and references contained herein with respect to the Indenture, the Site Lease, the Lease
Agreement, the Assignment Agreement, the Bonds and other statutes or documents do not purport to be
comprehensive or definitive and are qualified by reference to each such document or statute, and references
to the Bonds are qualified in their entirety by reference to the form thereof included in the Indenture. Copies
of the documents described herein are available for inspection during the period of initial offering of the
2017-06-06 Agenda Packet Page 338
4
Bonds at the offices of the Municipal Advisor. Copies of these documents may be obtained after delivery
of the Bonds at the trust office of the Trustee, U.S. Bank National Association, Los Angeles, California or
from the City Clerk, City of Chula Vista, 276 Fourth Avenue, Chula Vista, California 91910.
THE FINANCING PLAN
Estimated Sources and Uses of Funds
The proceeds from the sale of the Bonds are anticipated to be applied as follows:
Sources of Funds
Par Amount of Bonds
Net Original Issue Premium
Total Sources
Uses of Funds
Acquisition and Construction Fund
Underwriter’s Discount
Costs of Issuance Fund (1)
Total Uses
________________________________________
(1) Expenses include fees and expenses of Bond Counsel, Municipal Advisor, Disclosure Counsel, Trustee, rating
fees, costs of printing the Official Statement, and other costs of issuance of the Bonds.
The Project
On November 8, 2016 Chula Vista voters approved Measure P, authorizing a one-half cent sales tax increase
on retail sales within the City for a period of 10 years (“Measure P Sales Tax”). The City Council adopted
a Infrastructure, Facilities and Equipment Expenditure Plan (the “Plan”) on December 6, 2016 relating to
the expenditure of the Measure P Sales Tax. In addition to funding pay-as-you-go capital items from annual
revenue, the Plan accelerates large-scale projects by financing those items and allocating the Measure P
Sales Tax to fund City lease payments which, in turn, will pay the related debt service. The Plan proposed
for funding infrastructure and equipment that represent one-time expenditures and not ongoing
commitments. Therefore, the Plan focuses on the areas where one-time funds could be used to address
critical deferred maintenance or replacement of city infrastructure improving safety and reducing risk to
the City as well as strengthening the City’s overall financial condition by avoiding costly emergency repairs
or further deterioration of existing failing infrastructure.
The following are the highest priority items for funding under the Plan:
• Pave, maintain and repair neighborhood streets and fix potholes
• Upgrade or replace aging police, fire and 9-1-1 emergency response facilities, vehicles and equipment
• Replace storm drains to prevent sinkholes
• Upgrade irrigation systems to conserve water and save energy
• Make essential repairs to older libraries, senior center and recreation centers
• Improve traffic signal systems
2017-06-06 Agenda Packet Page 339
5
• Repair sports fields and courts and park infrastructure
The total expected funding from Measure P Sales Tax is $178 million over the 10 year authorization. Using
a combination of bond proceeds and annual revenue, the City anticipates funding $165 million of
infrastructure, facilities and equipment. The Plan can be amended at any time by the City Council and there
is no assurance as to which facilities and equipment will be funded and in what amounts but, based on
current expectations, the following are estimates of what facilities and equipment will be financed:
Fire Stations Repairs/Replacement $22,839,549
Fire Response Vehicles (Apparatus) 19,847,580
Fire Safety Equipment 5,197,913
Police Response Vehicles 12,951,470
Public Safety Communication Systems (Dispatch and Regional Communication
Systems) 7,849,290
Police Facility Repairs 1,000,000
Streets (Arterials/Collectors/Residential) 24,474,861
Other Public Infrastructure (Storm Drains, Drainage Systems, Sidewalks, Trees etc.) 23,012,955
Sports Fields and Courts 16,966,595
Non-Safety Vehicles (i.e. Public Works Crews) 11,195,100
Public Facilities (i.e. Senior Center, Recreation Centers, Libraries, Living Coast
Discovery Center, Womens Club etc.) 7,522,558
Traffic Signal Systems 7,000,000
Park Infrastructure (Playground Equipment, Gazebos, Restrooms, Benches,
Parking etc.) 5,682,740
Other Public Infrastructure. (Storm Drains, Drainage Systems, Sidewalks, Trees etc.) 23,012,955
Total $165,540,611
The City is permitted at any time to substitute one or more other capital projects included in the Plan for
one or more of the components of the Project.
2017-06-06 Agenda Packet Page 340
6
The Bonds are being issued to fund approximately $71 million of the identified infrastructure, facilities and
equipment needs (collectively, the “Project”) shown below:
Infrastructure
Pavement Rehabilitation $15,000,000
Park Infrastructure Rehabilitation 2,000,000
Sports Fields and Courts Rehabilitation 7,500,000
New Storm Drains and Sidewalks 3,500,000
New Traffic Signals 3,000,000
Facilities
2 New Fire Stations 15,000,000
Animal Care Center Renovation 3,000,000
Civic Center Library Renovation 1,500,000
Recreation Center/Senior Center Renovation 3,000,000
Police Headquarters Repairs 1,000,000
Equipment
New Fire Apparatus and Vehicles 10,100,000
New Police Vehicles 3,000,000
New Emergency Radios 1,200,000
New Public Works Vehicles 2,000,000
Total $70,800,000
2017-06-06 Agenda Packet Page 341
7THE LEASED PROPERTY Description of the Leased Property Pursuant to the terms of the Site Lease, the City will lease certain real property and the improvements thereon owned by City (the “Leased Property”) to the Authority. Pursuant to the terms of the Lease Agreement, the Authority will lease the Leased Property back to the City. The City commissioned an appraisal of the fair market value and fair rental value of the Leased Property, which is shown below for the various components of the Leased Property. Appraised Value Annual Fair Rental Value Year of Construction Acres Facilities South Chula Vista Library $ 17,490,000 $1,140,000 1995 6.0 38,600 SF, single story public library Otay Recreation Center 5,210,000 340,000 1999 1.4 15,000 SF, recreation center with gymnasium and separate classroombuilding Norman Senior Center 6,260,000 410,000 1992 1.4 24,000 SF two-story recreation building with offices on second floor andone-story gymnasium Downtown Parking Garage 16,570,000 1,080,000 1984 3.3 208,000 SF parking garage with 2 levels of parking plus rooftop parkingin the City’s downtown commercial district Animal Care Facility 4,820,000 310,000 2000 2.6 18,000 SF animal care facility with kennels, together with bungalows used for office and education Salt Creek Recreation Center 19,080,000 1,240,000 2006 15.8 19,500 recreation center including a gymnasium, with improved park facilities including a soccer field, playground, tennis courts and basketball courts Mountain Hawk Park 10,180,000 610,000 12.9 Improved park facilities including a playground, splash pad, basketball courts and concrete amphitheater seating Veteran’s Park 16,170,000 1,050,000 2006 10.0 16,000 SF recreation center with improved park facilities including a playground, courts and fields Sunset View Park 9,950,000 600,000 11.8 Improved park facilities including a playground, sports fields and courtsSanta Venetia Park 9,975,000 600,000 7.5 Improved park facilities including a playground, sports fields and courtsHeritage Park 18,740,000 1,220,000 2001 10.8 5,900 SF recreation and community center including a gymnasium, with improved park facilities including a duck pond, skateboard area, playground and basketball courts $134,445,000 $8,600,000 Some of the facilities located on the Leased Property will be improved or renovated with a portion of the proceeds of the Bonds, however, the City does not expect such repairs or renovations to impair its ability to pay Base Rental Payments.2017-06-06 Agenda PacketPage 342
8
The component properties of the Leased Property are not located in a 100-year Flood Plain, with the
exception of the Salt Creek Recreation Center. The facilities are not currently insured for earthquake or
flood (see “RISK FACTORS - Natural Hazards”).
Substitution or Release of Property
Under the terms of the Lease Agreement, the City may substitute other property for the Leased Property, or
any portion thereof, and may release portions of the Leased Property provided that certain conditions set
forth in the Lease Agreement are met. See “APPENDIX A - SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS - LEASE AGREEMENT - NO CONSEQUENTIAL DAMAGES; USE OF THE LEASED
PROPERTY; SUBSTITUTION OR RELEASE - Substitution or Release of the Leased Property.”
THE BONDS
General Provisions
Payment of the Bonds. Interest on the Bonds is payable at the rates per annum set forth on the inside front
cover page hereof, on November 1, 2017 and each May 1 and November 1 thereafter (each, an “Interest
Payment Date”) until maturity. The Bonds will be issued in the form of fully registered Bonds in the
principal amount of $5,000 each or any integral multiple thereof. Interest on the Bonds will be computed
on the basis of a year consisting of 360 days and twelve 30-day months. Principal on the Bonds is payable
on the dates and in the amounts set forth on the inside front cover page hereof.
Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication
thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of
business on the fifteenth day of the month preceding such Interest Payment Date (a “Record Date”), in
which event it will bear interest from such Interest Payment Date, (ii) a Bond is authenticated on or before
the first Record Date, in which event interest thereon will be payable from the Closing Date, or (iii) interest
on any Bond is in default as of the date of authentication thereof, in which event interest thereon will be
payable from the date to which interest has been paid in full. Interest is payable on each Interest Payment
Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at
the close of business on the immediately preceding Record Date, except as provided below. Interest shall
be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date
to the Bond Owners at their respective addresses shown on the Registration Books as of the close of business
on the preceding Record Date.
Book-Entry System. DTC will act as securities depository for the Bonds. The Bonds will be issued as
fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other
name as may be requested by an authorized representative of DTC. Interest on and principal of the Bonds
will be payable when due by wire of the Trustee to DTC which will in turn remit such interest and principal
to DTC Participants (as defined herein), which will in turn remit such interest and principal to Beneficial
Owners (as defined herein) of the Bonds (see “APPENDIX E - THE BOOK-ENTRY SYSTEM” herein). As
long as DTC is the registered owner of the Bonds and DTC’s book-entry method is used for the Bonds, the
Trustee will send any notices to Bond Owners only to DTC.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time
by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, Bonds are required to be printed and delivered as described
in the Indenture.
Redemption
No Optional Redemption. The Bonds are not subject to optional redemption prior to their respective
stated maturities.
2017-06-06 Agenda Packet Page 343
9
[Discuss if we can eliminate Special Mandatory Redemption]
Special Mandatory Redemption From Net Insurance Proceeds. The Bonds are subject to redemption,
in whole or in part, on any date, in Authorized Denominations, from and to the extent of any Net Insurance
Proceeds received with respect to all or a portion of the Leased Property, deposited by the Trustee in the
Redemption Fund pursuant to the Indenture, at a Redemption Price equal to the principal amount of the
Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
“Net Insurance Proceeds” is defined in the Lease Agreement as any insurance proceeds or condemnation
award in excess of $50,000, paid with respect to any of the Leased Property, remaining after payment
therefrom of all reasonable expenses incurred in the collection thereof.
See “SOURCES OF PAYMENT FOR THE BONDS - Insurance Relating to the Property.” There can be no
assurance that insurance proceeds will be adequate to redeem all of the Bonds following an insured loss
(see “RISK FACTORS - The Base Rental Payments - Insurance” herein).
Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall send by first class
mail, or if the Owner of such Bonds is a depository, by such method as acceptable to such depository, notice
of any redemption to the respective Owners of any Bonds designated for redemption at their respective
addresses appearing on the Registration Books, to the Securities Depositories and to one or more
Information Services by such manner of delivery as then acceptable to such entities, at least 30 but not more
than 60 days prior to the date fixed for redemption. Such notice shall state the date of the notice, the
redemption date, the redemption place and the redemption price and shall specify the CUSIP numbers, the
Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity
or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered
at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further
interest on such Bonds will not accrue from and after the redemption date. Such notice of redemption may
also state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed
therein or on the Bonds. Neither the failure to receive any notice so mailed, nor any defect in such notice,
shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of
interest thereon from and after the date fixed for redemption.
So long as DTC is the registered Owner of the Bonds, all redemption notices will be provided only to DTC
as the Owner and not to the Beneficial Owners of the Bonds. See “APPENDIX E - THE BOOK-ENTRY
SYSTEM.”
Effect of Redemption. If, on the date fixed for redemption, moneys for the Redemption Price of all the
Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available
therefor on such date, and, if notice of redemption thereof shall have been sent and not canceled, then, from
and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by
or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners
of the Bonds so to be redeemed without liability to such Owners for interest thereon.
Partial Redemption. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and
the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond
or Bonds in authorized denominations equal in aggregate principal amount representing the unredeemed
portion of the Bonds surrendered.
2017-06-06 Agenda Packet Page 344
10
Scheduled Debt Service on the Bonds
The following is a schedule of Base Rental Payments and therefore the total scheduled debt service on the
Bonds, assuming no special mandatory redemption prior to maturity.
Semi-Annual
Period Ending Principal Interest Total Fiscal Year Total*
November 1, 2017
May 1, 2018
November 1, 2018
May 1, 2019
November 1, 2019
May 1, 2020
November 1, 2020
May 1, 2021
November 1, 2021
May 1, 2022
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
________________________________________
* Fiscal Years ending June 30.
2017-06-06 Agenda Packet Page 345
11
SOURCES OF PAYMENT FOR THE BONDS
General
The Bonds are payable from and secured by a pledge of Base Rental Payments to be made by the City to
the Authority as the rental for the Leased Property and certain funds held under the Indenture and investment
earnings thereon, and from Net Insurance Proceeds.
As security for the Bonds, pursuant to the Assignment Agreement, the Authority will assign to the Trustee
for the payment of the Bonds the Authority’s rights, title and interest in the Lease Agreement (with certain
exceptions), including the right to receive Base Rental Payments to be made by the City under the Lease
Agreement.
THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED
BY A PLEDGE OF BASE RENTAL PAYMENTS AND CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE
INDENTURE. THE AUTHORITY HAS NO TAXING POWER.
Base Rental Payments; Abatement
The City is required to pay to the Authority specified amounts for use of the Leased Property, which are
equal to the principal of and interest due on the Bonds. The Lease Agreement requires the City to make
Base Rental Payments to the Authority at least 5 Business Days preceding each Interest Payment Date.
Base Rental Payments to be paid by the City are assigned and are to be transmitted directly to the Trustee.
The Indenture provides that the Base Rental Payments will be deposited in Base Rental Payment Fund
maintained by the Trustee under the Indenture and applied to pay the principal and interest on the Bonds.
The City will covenant in the Lease Agreement to take such action as may be necessary to include all Base
Rental Payments in its annual budgets and to make annual appropriations for all such Base Rental Payments.
The Lease Agreement provides that the several actions required by such covenants are deemed to be and
shall be construed to be duties imposed by law and that it is the duty of each and every public official of
the City to take such action and do such things as are required by law in the performance of the official duty
of such official to enable the City to carry out and perform the covenants in the Lease Agreement agreed to
be carried out and performed by the City.
The City’s obligation to make Base Rental Payments will be abated in whole or in part to the extent of
substantial interference with use and possession of the Leased Property arising from damage, destruction,
title defect or taking by eminent domain or condemnation of the Leased Property. Abatement would not
constitute a default under the Lease Agreement or the Indenture and the Trustee would not be entitled in
such event to pursue remedies against the City. See “RISK FACTORS - Base Rental Payments - Abatement”
herein.
Under the Lease Agreement, the City will agree to pay certain taxes, assessments, utility charges, and
insurance premiums charged with respect to the Leased Property and expenses related to the Bonds,
including the fees and expenses of the Trustee. The City is responsible for repair and maintenance of the
Leased Property during the term of the Lease Agreement. The City may at its own expense in good faith
contest such taxes, assessments and utility and other charges if certain requirements set forth in the Lease
Agreement are satisfied including obtaining an opinion of counsel that the Leased Property will not be
subjected to loss or forfeiture.
Should the City default under the Lease Agreement, the Trustee, as assignee of the Authority, may terminate
the Lease Agreement and re-lease the Leased Property or may retain the Lease Agreement and hold the City
liable for all Base Rental Payments thereunder on an annual basis. Under no circumstances will the Trustee
have the right to accelerate Base Rental Payments. The exercise of the remedies provided to the Trustee is
2017-06-06 Agenda Packet Page 346
12
subject to various limitations on the enforcement of remedies against public agencies. See “RISK FACTORS
- Limited Recourse on Default; No Acceleration” herein.
See also “RISK FACTORS - Base Rental Payments - Base Rental Payments are Limited Obligations of the
City” herein.
THE OBLIGATION OF THE CITY TO PAY BASE RENTAL PAYMENTS DOES NOT CONSTITUTE AN
OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION
OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF
THE CITY TO PAY BASE RENTAL PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE CITY, THE STATE
OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION.
The City may enter into other obligations payable from its general fund without the consent of the Bond
Owners. To the extent the City issues such obligations, funds available to pay Base Rental Payments may
be reduced. See “FINANCIAL INFORMATION - Joint Financing Agreement with Respect to the Chula Vista
Bayfront” and “RISK FACTORS - The Base Rental Payments - Base Rental Payments are Limited
Obligations of the City” herein.
No Reserve Fund
The Authority will not fund a reserve fund for the Bonds.
Insurance Relating to the Property
The Lease Agreement requires the City to maintain comprehensive general public liability and property
damage insurance and fire insurance with extended coverage on the Leased Property. The City is also
required to maintain rental interruption insurance covering loss of the use of any part of the Leased Property
in an amount equal to the maximum remaining scheduled Base Rental Payments due for a period of 24
months. The City is not required under the Lease Agreement to maintain earthquake or flood insurance.
The Lease Agreement also requires the City to insure title to the Leased Property in an amount not less than
the initial principal amount of the Bonds.
See “APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - LEASE AGREEMENT -
INSURANCE” and “RISK FACTORS - The Base Rental Payments - Insurance” herein.
In accordance with the Indenture, if the Leased Property or any portion thereof is damaged or destroyed,
the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted
the repair or replacement thereof, unless the City elects not to repair or replace the Leased Property or the
affected portion thereof in accordance with the provisions of the Indenture. The Net Insurance Proceeds
(other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self-
insurance, received on account of any damage or destruction of the Leased Property or a portion thereof
shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and
made available for, and, to the extent necessary shall be applied to, the cost of repair or replacement of the
Leased Property or the affected portion thereof upon receipt of a Written Request of the City, together with
invoices therefor.
Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or
destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Leased
Property or the portions of the Leased Property which were damaged or destroyed. If the City does intend
to replace or repair the Leased Property or portions thereof, the City shall deposit with the Trustee the full
amount of any insurance deductible to be credited to the special account.
2017-06-06 Agenda Packet Page 347
13
In the event of any damage to or destruction of the Leased Property caused by one of the perils covered by
the insurance required by the Lease Agreement which would result in an abatement of rental payments or
any portion thereof, then the City shall direct the Trustee in writing to apply the Net Insurance Proceeds
(other than Net Insurance Proceeds of rental interruption insurance), together with other legally available
funds that the City elects to contribute, to the repair, reconstruction or replacement of the damaged or
destroyed portions of the Leased Property; [provided, however, that the City shall not be required to repair
or replace any portion of the Leased Property pursuant to the Indenture if such Net Insurance Proceeds,
together with any other amounts held under the Indenture and any other legally available funds made
available by the City at its election, are sufficient to prepay (i) all of the Outstanding Bonds, or (ii) a portion
of the Outstanding Bonds such that the resulting Base Rental Payments in any Rental Period following such
partial prepayment are sufficient to pay in such Rental Period the principal of and interest on all Bonds to
remain Outstanding immediately after such partial redemption. If the City is not required to replace or
repair the Leased Property, or the affected portion thereof, or to use such amounts to redeem Bonds, then
such proceeds (and rental interruption insurance proceeds not applied pursuant to the next paragraph) shall,
if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair
rental value of the Leased Property after such damage or destruction, and after any repairs or replacements
made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base
Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any
subsequent Rental Period and the fair replacement value of the Leased Property after such damage or
destruction is at least equal to the principal amount of the Outstanding Bonds, be deposited upon written
direction of the City to the Trustee into the Reserve Fund to the extent that the amount therein is less than
the Reserve Requirement and following such deposit shall be paid to the City to be used for any lawful
purpose.]
Proceeds of rental interruption insurance shall be applied to the payment of Base Rental Payments to the
extent of any abatement thereof pursuant to the Lease Agreement, and otherwise as directed in writing by
the City.
[The proceeds of any award in eminent domain received in respect to the Leased Property shall be deposited
by the Trustee in the Redemption Fund and applied to the redemption of Bonds.]
If there are not sufficient insurance proceeds to complete repair of the Leased Property, the Base
Rental Payment schedule will be proportionally reduced in accordance with the Lease Agreement.
Such reduced Base Rental Payments may not be sufficient to pay principal and interest on the Bonds
when due. Such reduction would not constitute a default under either the Indenture or the Lease
Agreement.
Remedies on Default
If the City defaults in performance of its obligations under the Lease Agreement, the Trustee, as assignee
of the Authority, may elect not to terminate the Lease Agreement and may re-enter and relet the Leased
Property and may enforce the Lease Agreement and hold the City liable for all Base Rental Payments on
an annual basis while re-entering and reletting the Leased Property. Such re-entry and reletting shall not
effect a surrender of the Lease Agreement. The City, in the event of default, will have no right to any rentals
received by the Trustee through reletting of the Leased Property, except amounts in excess of the Base
Rental Payments and other amounts due under the Lease Agreement. Alternatively, the Trustee may elect
to terminate the Lease Agreement and may re-enter and relet the Leased Property and seek to recover all
costs, losses or damages caused by the City’s default. In such event, the Lease Agreement provides that the
City will be liable for all costs, loss or damage howsoever occurring. See “APPENDIX A - SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS - LEASE AGREEMENT - DEFAULTS AND REMEDIES.”
2017-06-06 Agenda Packet Page 348
14
Encumbrances
The City may not create any mortgage, pledge, lien, charge or encumbrance upon the Leased Property other
than “Permitted Encumbrances.” See “APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS -
DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE LEASE - DEFINITIONS.”
CITY OF CHULA VISTA
General Information
Chula Vista is located on San Diego Bay in Southern California, 8 miles south of the City of San Diego and
7 miles north of the Mexico border, in an area generally known as “South Bay.” Chula Vista’s city limits
cover approximately 50 square miles. Neighboring communities include the City of San Diego and
National City to the north and the City of Imperial Beach and the communities of San Ysidro and Otay
Mesa to the south. With a January 2017 estimated population of 267,917, Chula Vista is the second largest
city in the County.
The City maintains an internet website (www.chulavistaca.gov) for various purposes, however, none of the
information on that website is intended to be relied upon by investors in making any investment decision
or to provide any continuing information with respect to the Bonds or any other bonds or obligations of the
City.
General Organization
Chula Vista was incorporated as a general law city on March 17, 1911, and operates under the
council/manager form of government. It became a charter city in 1949. The City is governed by a five-
member council consisting of four members elected by geographic district and a Mayor, each elected at
large. The City Attorney is also elected at large. The positions of City Manager and City Clerk are filled
by appointments of the Council.
In Fiscal Year 2016-17, the City had 984 authorized full-time staff positions including sworn officers and
fire personnel and has budgeted 993.75 positions in Fiscal Year 2017-18. Including part-time personnel,
the City employs approximately 1,320 staff.
The members of the City Council, the expiration dates of their terms and key administrative personnel are
set forth in the charts below.
CITY COUNCIL
City Council Member Term Expires
Mary Casillas Salas, Mayor December 2018
John McCann, District 1 December 2018
Patricia Aguilar, District 2 December 2018
Stephen Padilla, District 3 December 2020
Mike Diaz, District 4 December 2020
2017-06-06 Agenda Packet Page 349
15
CITY STAFF
Gary Halbert, City Manager
Maria Kachadoorian, Deputy City Manager/Chief Financial Officer
Kelley Bacon, Deputy City Manager
Kelly Broughton, Director of Development Services
Eric Crockett, Director of Economic Development
William Valle, Director of Engineering and Capital Projects
Jim Geering, Fire Chief
David Bilby, Director of Finance/Treasurer
Courtney Chase, Director of Human Resources
Edward Chew, Director of Information Technology Services
Betty Waznis, Director of Library
Roxana Kennedy, Chief of Police
Richard Hopkins, Director of Public Works
Kristi McClure Huckaby, Director of Recreation
Glen R. Googins, City Attorney
Donna Norris, CMC, City Clerk
Governmental Services
Public Safety and Welfare
For Fiscal Year 2017-18, the City of Chula Vista Police Department has authorized total positions of 333,
including sworn officers and non-sworn personnel providing patrol, traffic, animal control and
investigations. There are nine fire stations located in and operated by the City, staffed by 136 fire personnel.
Community Services
Services provided by the City include building permit and inspection, planning and zoning, landscape and
public infrastructure maintenance, street cleaning, traffic signal maintenance and municipal code
compliance.
Public Services
Water is supplied to Chula Vista by the Otay Water District and the Sweetwater Water District. Sewer
service is provided by the City. Electric power and natural gas are provided by San Diego Gas and Electric.
The Chula Vista Public Library is comprised of three individual libraries connected by a wide-area network.
The Library delivers books in English and Spanish, videos and CDs, and community programming to the
City’s residents nearly every day of the year. The Library contains an Office of Cultural Arts dedicated to
advancing the arts and culture in a manner designed to preserve the diverse cultures of the area.
Culture and Leisure
Chula Vista is the home to a variety of cultural and educational facilities such as the Chula Vista Heritage
Museum, Onstage Playhouse, and the San Diego Junior Theater.
The Chula Vista Recreation Department provides citizens with a variety of park and recreational services
on a year round basis. Facilities include nine community and recreation centers, including a youth
community center and a senior center. The City also has two community pools open year round, 43
community and neighborhood parks, and a Memorial Bowl with seating for 700 at which the City’s Summer
Concert Series is hosted. The City also has after-school recreation programs throughout the community.
2017-06-06 Agenda Packet Page 350
16
Community Facilities and Services
Public educational instruction for kindergarten through high school is provided by the Chula Vista
Elementary School District and Sweetwater Union High School District. There are also four adult education
schools and numerous private schools. In addition to Southwestern College, a two year Community
College, there are seven universities or colleges within commuting distance from Chula Vista in the San
Diego metropolitan area.
There are two acute-care hospitals, two psychiatric hospitals and three convalescent hospitals in Chula
Vista.
Chula Vista is home to the 20,000 seat Sleep Train Amphitheatre, the Living Coast Discovery Center,
Aquatica SeaWorld Waterpark, four golf courses, numerous parks and open spaces, and a harbor which
includes two marinas, an RV park, and several restaurants.
Chula Vista is the location of a United States Olympic Committee (“USOC”) Training Center. This is one
of three training centers in the nation and the only year-round training facility. The center is located on a
150-acre property adjacent to the Otay Lake reservoir. In 2016, the City and USOC negotiated an agreement
pursuant to which in exchange for the deeding of the facility to the City for one dollar, the City has taken
over responsibility for operation of the facility. Under the agreement the City will continue to provide the
USOC with access to an elite Olympic training center and may use the facility for other events and activities
that would be compatible uses.
Transportation
U.S. Highways 5 (along the coast) and 805 (inland) provide full freeway access from Chula Vista north to
San Diego and south to the Mexican border. Commuter rail service is provided by the San Diego Trolley,
a light rail system. Eleven bus routes serve Chula Vista.
The City established Chula Vista Express, a three-part commuting program to promote public
transportation, carpooling, vanpooling, biking and walking to work as alternatives to driving alone. It offers
free bus service from the eastern part of the City to downtown San Diego, and a free shuttle from the eastern
part of the City to the H Street Trolley Station and a cash incentive for riding or joining a vanpool or carpool.
Air cargo and passenger flight services are provided at San Diego’s Lindbergh International Airport, 12
miles west, which is served by all major airlines. Cargo shipping is available at the Unified Port of San
Diego, which serves as a transshipment facility for the region, which includes San Diego, Orange,
Riverside, San Bernardino and Imperial counties, plus northern Baja California, Arizona and points east.
2017-06-06 Agenda Packet Page 351
17
Population
The following table provides a comparison of population growth for Chula Vista and San Diego County
between 2013 and 2017.
TABLE NO. 1
CHANGE IN POPULATION
CHULA VISTA AND SAN DIEGO COUNTY
2013 – 2017
CHULA VISTA SAN DIEGO COUNTY
January 1 Percentage Percentage
Year Population Change Population Change
2013 256,366 3,195,215
2014 260,416 1.6% 3,231,651 1.1%
2015 263,028 1.0 3,266,192 1.1
2016 264,911 0.7 3,286,717 0.6
2017 267,917 1.1 3,316,192 0.9
% Increase Between 2013 - 2017 4.5 3.8
__________________________________________
Source: State of California, Department of Finance, “E-4 Population Estimates for Cities, Counties, and the State,
2011-2017, with 2010 Census Benchmark” Sacramento, California, May 2017.
Per Capita Personal Income
Per capita personal income information for Chula Vista, San Diego County, the State of California and the
United States is summarized in the following table.
TABLE NO. 2
PER CAPITA PERSONAL INCOME
CITY OF CHULA VISTA, SAN DIEGO COUNTY,
STATE OF CALIFORNIA AND UNITED STATES
2011 – 2015
Year Chula Vista San Diego County (1) State of California (1) United States (1)
2011 $41,900 $46,374 $45,820 $42,453
2012 43,060 47,961 48,312 44,267
2013 42,640 48,938 48,471 44,462
2014 42,880 51,174 50,988 46,414
2015 42,920 53,298 53,741 48,112
____________________________________
(1) For San Diego County, State of California and United States, per capita personal income was computed using
Census Bureau midyear population estimates. Estimates for 2010-2014 reflect county population estimates
available as of March 2016.
Note: All dollar estimates are in current dollars (not adjusted for inflation).
Last updated: November 17, 2016 - new estimates for 2015; revised estimates for 2011-2014.
Source: U.S. Department of Commerce, Bureau of Economic Analysis, and City of Chula Vista Comprehensive
Annual Financial Report.
2017-06-06 Agenda Packet Page 352
18
Employment
As of March 2017 the civilian labor force for the City was approximately 121,700 of whom 115,200 were
employed. The unadjusted unemployment rate as of March 2017 was 5.3% for the City as compared to
4.2% for the County and 5.1% for the State. Civilian labor force, employment and unemployment statistics
for the City, County, the State and the United States, for the years 2012 through 2016 are shown in the
following table:
TABLE NO. 3
CITY OF CHULA VISTA
CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
ANNUAL AVERAGES
Year
Civilian
Labor Force
Employment
Unemployment
Unemployment
Rate
2012
City of Chula Vista 121,300 107,500 13,800 11.4%
San Diego County 1,540,400 1,399,900 140,600 9.1
California 18,523,800 16,602,700 1,921,100 10.4
United States 154,975,000 142,469,000 12,506,000 8.1
2013
City of Chula Vista 121,100 109,300 11,800 9.8
San Diego County 1,543,200 1,422,500 120,700 7.8
California 18,624,300 16,958,700 1,665,600 8.9
United States 155,389,000 143,929,000 11,460,000 7.4
2014
City of Chula Vista 120,700 110,900 9,700 8.1
San Diego County 1,543,700 1,444,500 99,300 6.4
California 18,755,000 17,348,600 1,406,400 7.5
United States 155,922,000 146,305,000 9,617,000 6.2
2015
City of Chula Vista 121,100 113,200 7,900 6.5
San Diego County 1,554,800 1,474,400 80,400 5.2
California 18,893,200 17,723,300 1,169,900 6.2
United States 157,130,000 148,834,000 8,296,000 5.3
2016
City of Chula Vista 122,200 115,000 7,200 5.9
San Diego County 1,570,400 1,497,000 73,500 4.7
California 19,102,700 18,065,000 1,037,700 5.4
United States 159,187,000 151,436,000 7,751,000 4.9
____________________________________
Source: California State Employment Development Department and United States Bureau of Labor Statistics.
2017-06-06 Agenda Packet Page 353
19
Industry
The City is located in the San Diego-Carlsbad Metropolitan Statistical Area. As of March 2017, six major
job categories constitute 81.0% of the work force. They are government (17.3%), professional and business
services (16.3%), educational and health services (14.1%), service producing (13.1%), leisure and
hospitality (12.8%), and manufacturing (7.4%). The number of wage and salary workers by industry for
each of the years 2013 through 2017 in the Metropolitan Statistical Area is presented in Table No. 4 below.
TABLE NO. 4
SAN DIEGO-CARLSBAD METROPOLITAN STATISTICAL AREA
WAGE AND SALARY WORKERS BY INDUSTRY (1)
2013 - 2017
(in Thousands)
Industry 2013 2014 2015 2016 2017
Government 232.4 234.4 237.6 242.9 249.6
Other Services 48.2 51.0 52.2 53.5 56.7
Leisure and Hospitality 162.4 171.7 179.3 185.5 185.3
Educational and Health Services 181.9 184.6 191.5 197.0 203.2
Professional and Business Services 218.5 224.1 226.6 231.8 235.8
Financial Activities 70.8 69.3 70.0 71.3 74.8
Information 24.1 24.5 23.6 23.4 23.6
Transportation, Warehousing and Utilities 27.2 26.4 27.5 28.8 28.9
Service Producing
Retail Trade 137.0 140.9 143.6 144.5 144.8
Wholesale Trade 44.4 43.7 43.4 44.1 44.1
Manufacturing
Nondurable Goods 23.8 24.8 25.9 26.5 27.1
Durable Goods 75.4 75.7 79.3 80.7 80.0
Goods Producing
Construction 59.0 61.9 66.5 73.8 79.5
Mining and Logging 0.3 0.3 0.3 0.3 0.3
Total Nonfarm 1,305.4 1,333.3 1,367.3 1,404.1 1,433.7
Farm 9.7 9.3 9.1 9.1 9.0
Total (all industries) 1,315.1 1,342.6 1,376.4 1,413.2 1,442.7
____________________________________
(1) Annually, as of March.
Note: Data may not add due to rounding.
Source: State of California Employment Development Department, Labor Market Information Division, “Industry
Employment & Labor Force - by month, March 2016 Benchmark.”
2017-06-06 Agenda Packet Page 354
20
Largest Employers
The largest employers operating within the City and their respective number of employees as of June 30,
2016 are as follows:
TABLE NO. 5
CITY OF CHULA VISTA
LARGEST EMPLOYERS
Name of Company Number of Employees Product/Service
Sweetwater Union High School District 4,385 Education
Chula Vista Elementary School District 3,245 Education
Rohr Inc./Goodrich Aerospace 2,468 Aerospace Manufacturing
Sharp Chula Vista Medical Center 2,131 Hospital
Southwestern Community College 1,409 Education
Wal-Mart 1,239 General Merchandise
City of Chula Vista 1,195 Government
Scripps Mercy Hospital Chula Vista 1,098 Hospital
Costco 760 General Merchandise
Aquatica 513 Water Park
____________________________________
Source: City of Chula Vista Comprehensive Annual Financial Report.
The City is not aware of any significant changes in largest employers within the City since June 30, 2016.
Commercial Activity
The following table summarizes the volume of retail and food services sales and taxable transactions for
the City for 2011 through 2015 (the most recent year for which statistics are available for the full year).
The City’s sales tax receipts increased by approximately 11.2% between Fiscal Year 2012-13 and Fiscal
Year 2015-16. See “FINANCIAL INFORMATION - Local Taxes.”
TABLE NO. 6
CITY OF CHULA VISTA
TOTAL TAXABLE TRANSACTIONS
(in Thousands)
2011 – 2015
Retail and Retail and Total Taxable
Food Services Food Services Transactions Issued Sales
Year ($000’s) % Change Permits ($000’s) % Change Permits
2011 2,184,654 2,714 2,421,667 4,095
2012 2,258,846 3.4% 2,778 2,501,497 3.3% 4,149
2013 2,333,365 3.3 2,835 2,589,379 3.5 4,182
2014 2,395,041 2.6 2,914 2,667,866 3.0 4,291
2015 2,394,868 (0.0) N/A 2,687,701 0.7 N/A
____________________________________
Source: California State Board of Equalization, “Taxable Sales in California.”
2017-06-06 Agenda Packet Page 355
21
Taxable transactions by type of business for the City are summarized below for 2011 through 2015 (the
most recent year for which statistics are available for the full year).
TABLE NO. 7
CITY OF CHULA VISTA
TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
(in Thousands)
2011 – 2015
2011 2012 2013 2014 2015 (1)
Retail and Food Services
Clothing and Clothing
Accessories Stores $ 139,282 $ 147,168 $ 150,789 $ 154,234
General Merchandise Stores 657,146 668,390 675,819 683,633
Food and Beverage Stores 124,929 131,846 139,157 145,854
Food Services and Drinking Places 297,506 317,320 338,183 363,202
Home Furnishings and
Appliance Stores 150,305 150,541 153,461 141,676
Building Materials and Garden
Equipment and Supplies 99,766 105,472 109,437 113,633
Motor Vehicle and Parts Dealers 209,121 230,345 246,160 256,247
Gasoline Stations 303,189 305,217 304,968 312,153
Other Retail Group 203,410 202,547 215,390 224,411
Total Retail and Food Services 2,184,654 2,258,846 2,333,365 2,395,041 $2,394,868
All Other Outlets 237,013 242,651 256,014 272,825 292,833
Total All Outlets $2,421,667 $2,501,497 $2,589,379 $2,667,866 $2,687,701
____________________________________
(1) Beginning in 2015, the State Board of Equalization stopped publishing Industry-level data.
Note: Detail may not compute to total due to rounding.
Source: State Board of Equalization, “Taxable Sales in California.”
2017-06-06 Agenda Packet Page 356
22
Building Activity
The following table summarizes building activity valuations for the City of Chula Vista for the Fiscal Years
2011-12 through 2015-16.
TABLE NO. 8
CITY OF CHULA VISTA
BUILDING ACTIVITY AND VALUATION
(in Thousands)
2011-12 – 2015-16
Residential Building Non-Residential Building
Permits Issued Permits Issued
Fiscal Year Units Valuation Buildings Valuation
2011-12 479 $120,416,023 12 $ 4,281,013
2012-13 954 226,972,213 13 22,328,114
2013-14 571 116,869,207 26 53,222,385
2014-15 1,014 175,417,974 21 18,222,385
2015-16 635 114,755,591 13 25,699,274
____________________________________
Source: City of Chula Vista.
FINANCIAL INFORMATION
Fiscal Policies
The City Council has adopted several policies that form the overall framework within which the City’s
operating budget is formulated and serve as a basis for resource allocation decisions. These policies are
summarized below.
General
The City’s financial assets will be managed in a sound and prudent manner in order to ensure the
continued viability of the organization.
A comprehensive operating and capital budget for all City funds will be developed annually and
presented to the City Council for approval. The purpose of the annual budget will be to (1) identify
community needs for essential services, (2) identify the programs and specific activities required
to provide these essential services, (3) establish program policies and goals that define the nature
and level of program services required, (4) identify alternatives for improving the delivery of
program services, (5) identify the resources required to fund identified programs and activities, and
enable accomplishment of program objectives, and (6) set standards to facilitate the measurement
and evaluation of program performance.
The City’s annual operating budget will be balanced whereby planned expenditures do not exceed
anticipated revenues.
Recurring revenues will fund recurring expenditures. One-time revenues will be used for capital,
reserve augmentation, or other nonrecurring expenditures.
Accounting systems will be maintained in accordance with Generally Accepted Accounting
Principles.
2017-06-06 Agenda Packet Page 357
23
Investment policy and practice will be in accordance with State statutes that emphasize safety and
liquidity over yield, including quarterly status reports to the City Council.
City operations will be managed and budgets prepared with the goal of maintaining an “Available
Fund Balance” in the General Fund of no less than 15% of the General Fund operating budget.
General Fund fiscal status reports reflecting comparisons of actual and projected performance with
budget allocations for both revenue and expenditures will be presented to the City Council on a
quarterly basis.
Reserves
The City will target to maintain a minimum “Operating Reserve” equal to 15% of operating budget to
address extraordinary needs of an emergency nature, an “Economic Contingency Reserve” of 5% of
operating budget to mitigate service impacts during a significant downturn in the economy and a
“Catastrophic Event Reserve” of 3% of operating budget to fund unanticipated expenses related to a major
natural disaster in the City.
The City’s Operating Reserve for the Fiscal Year ending June 30, 2017 is expected to be 11.7% of 2016-17
expenditures and 11.7% of 2017-18 expenditures and the Economic Contingency Reserve is expected to be
2.6% of 2016-17 and 1.9% of 2017-18 expenditures. To date, the Catastrophic Event Reserve has not been
funded.
Revenue
The City will endeavor to maintain a diversified and stable revenue base in order to minimize the
impact to programs from short-term economic fluctuations.
Revenue projections will be maintained for the current year and four future fiscal years, and
estimates will be based on a conservative, analytical, and objective process.
In order to maintain flexibility, except as required by law or funding source, the City will avoid
earmarking any restricted revenues for a specific purpose or program.
The City has established user fees to best ensure that those who use a proprietary service pay for
that service in proportion to the benefits received. With few exceptions, such as those services
provided for low-income residents, fees have been set to enable the City to recover the full cost of
providing those services.
User fees will be reviewed and updated on an ongoing basis to ensure that program costs continue
to be recovered and that the fees reflect changes in levels of service delivery.
The City will recover the cost of new facilities and infrastructure necessitated by new development
consistent with State law and the City’s Growth Management Program. Development Impact Fees
will be closely monitored and updated to ensure that they are maintained at a level adequate to
recover costs.
When considering new development alternatives, the City will attempt to determine the fiscal
impact of proposed projects, annexations, etc. and ensure that mechanisms are put in place to
provide funding for any projected negative impacts on City operations.
Expenditures
Budgetary control will be exercised at the Department/category level, meaning that each
department is authorized to spend up to the total amount appropriated for that department within
2017-06-06 Agenda Packet Page 358
24
the expenditure categories of Personnel Costs, Supplies & Services, Other Charges, Utilities, and
Capital. Transfers of appropriations between expenditure categories of up to $15,000 may be
approved by the City Manager. Transfers of appropriations between expenditure categories in
excess of $15,000, or between departments require City Council approval.
Appropriations, other than for capital projects, remaining unspent at the end of any fiscal year will
be cancelled and returned to Available Fund Balance with the exception of any appropriations
encumbered as the result of a valid purchase order or as approved for a specific project or purpose
by the City Council or the City Manager. Appropriations for capital projects will necessarily be
carried over from year to year until the project is deemed to be complete.
The City will establish and maintain equipment replacement and facility maintenance funds as
deemed necessary to ensure that monies are set aside and available to fund ongoing replacement
needs.
The City will attempt to compensate non-safety employees at rates above the middle of the labor
market as measured by the median rate for similar jurisdictions.
Capital
Major capital projects will be included in a capital improvement program budget (the “CIP
Budget”) reflecting a five-year period. The CIP Budget will be updated annually and presented to
City Council for approval. Resources will be formally appropriated (budgeted) for the various
projects on an annual basis in accordance with the five-year plan.
Capital Financing and Debt Management
The City will consider the use of debt financing only for one-time capital improvement projects
when the project’s useful life will exceed the term of the financing and when resources are identified
sufficient to fund the debt service requirements. Some exceptions to this CIP driven focus are the
issuance of pension obligation bonds, where financial benefits are significantly greater than the
costs and where the benefits are determined to be a financially prudent option, and of short-term
instruments such as tax and revenue anticipation notes, which are to be used for prudent
management purposes. Bonded debt should not be issued for projects with minimal public benefit
or support, or to finance normal operating expenditures.
The City will attempt to limit the total amount of annual debt service payments guaranteed by the
General Fund to no more than 10% of estimated General Fund revenues.
The City will consider requests from developers for the use of debt financing secured by property
based assessments or special taxes in order to provide for necessary infrastructure for new
development only under strict guidelines adopted by the City Council, which may include
minimum value-to-lien ratios and maximum tax burdens.
The City will strive to minimize borrowing costs by seeking the highest credit rating possible,
procuring credit enhancement such as letters of credit or insurance, when cost effective, and
maintaining good communications with credit rating agencies regarding the City’s fiscal condition.
The City will diligently monitor its compliance with bond legal covenants, including adherence to
continuing disclosure requirements and federal arbitrage regulations.
In addition to externally financed debt, the City utilizes inter-fund loans whenever possible to
reduce borrowing costs or provide for shorter term loans. When interest is charged on internal
loans, it is done at the same rate the City earns from its pooled investments.
2017-06-06 Agenda Packet Page 359
25
Planning Documents
Beginning in 2011, the City prepared a Five-Year Financial Outlook and embarked on a Fiscal Recovery
and Progress Plan. The City continues to update the five year outlook, with the most recent completed for
the five year period 2016-2020. The City also adopted a Strategic Plan in 2012. The recently developed
Long-Term Financial Plan was adopted with the 2016-17 Budget. The overall goal of these planning
documents is to provide advance information on the City’s financial condition that can be used by decision
makers in developing budgets and prioritizing goals as well as responding timely to any projected budget
imbalances. In December 2016, the City adopted the Plan for the expenditure of the one-time Measure P
Sales Tax (see “THE FINANCING PLAN - The Project”).
Budgetary Process and Administration
An annual budget is adopted by the City Council prior to the first day of the fiscal year. The budget process
includes submittal of each department’s budget request for the next fiscal year, a detailed review of each
department’s proposed budget by the City Manager, and a final City Manager recommended budget
transmitted to the City Council for its review before the required date of adoption. Once transmitted to the
City Council, the proposed budget is made available for public inspection. A public hearing is held to give
the public the opportunity to comment upon the proposed budget. Notice of such public hearing is published
in a newspaper of general circulation.
The adoption of the budget is accomplished by the approval of a Budget Resolution. The legal level of
budgetary control is at the department level. Any budget modification, which would result in an
appropriation increase, requires City Council approval. The City Manager and Finance Director are jointly
authorized to transfer appropriations up to $15,000 within a departmental budget. Any appropriation
transfers between departments or greater than $15,000 require City Council approval.
All appropriations which are not obligated, encumbered or expended at the end of the fiscal year lapse and
become a part of the unreserved fund balance which may be appropriated for the next fiscal year.
An annual budget is approved by the City Council for the general, special revenue and debt service funds
except for the Developer’s Deposit Special Revenue Fund, which is used to account for various developer
deposits for development projects and is used to fund staff costs and other costs related to specific projects
and the Public & Educational Government Fees Special Revenue Fund, which is used to account for the
1% public, education and government access costs. These budgets are prepared on the modified accrual
basis of accounting. The budgets of the capital projects funds are primarily long-term budgets, which
emphasize major programs and capital outlay plans extending over a number of years.
Economic Conditions and Outlook
Despite a financial outlook that is more strained than it has been in recent years, the City continues to see
revenue growth, infrastructure improvements, and growth in commercial and residential development.
Positive revenue growth is being outpaced by pension and health care cost increases and will continue to
be a challenge in the coming years. The City will continue to implement efficiency measures to help
mitigate the impacts of the cost increases and to implement new ways to maximize limited resources while
delivering high quality services to the community. A positive note was the approval by voters of Measure
P – a temporary, ten‐year, half‐cent sales tax to fund high priority infrastructure needs. Collection of the
sales tax began on April 1, 2017. The sales tax is projected to raise $178 million over the next ten years.
Sales Tax. Sales tax revenue is highly sensitive to economic conditions and reflects the factors that drive
taxable sales including the levels of unemployment, consumer confidence, per capita income and business
investment. Consumer spending decreased significantly nationwide due to the economic recession, and the
City did not see its sales tax reach pre-recession levels until 2013. Between 2013 and 2016, sales tax
increased by 16%. The Fiscal Year 2017-18 Proposed Budget (the “2017-18 Proposed Budget”) reflects
2017-06-06 Agenda Packet Page 360
26
modest growth in sales tax of 2% compared to the Fiscal Year 2016-17 budget for sales tax. In addition the
Measure P Sales Tax is expected to generate $16.3 million in its first full year of collection in Fiscal Year
2017-18.
Property Tax. Property tax revenue fell throughout the economic recession, with Chula Vista being one
of the hardest hit areas in San Diego County. During the economic recession the City’s assessed valuation
dropped over 15% and until 2013-14 was still declining. The City’s assessed value in Fiscal Year 2015-16
of $24.45 billion finally reached the prior Fiscal Year 2008-09 highest value. The positive assessed value
trend is anticipated to continue into Fiscal Year 2017-18 as reflected in a budgeted property tax revenue
increase of 5.6% (net of a one-time loan repayment from City’s Successor Agency) or approximately $1.7
million compared to the Fiscal Year 2016-17 budget. A similar increase was budgeted for property taxes
paid to the City in lieu of motor vehicle license fees (see “Motor Vehicle License Fees” below). The actual
assessed value for Fiscal Year 2016-17 reflected a net increase of approximately 5.5%. The trend is
anticipated to continue and a 4.5% increase in assessed valuation is projected in fiscal year 2017-18.
Transient Occupancy Tax. The City’s transient occupancy tax (“TOT”) revenues have increased on a
yearly basis since 2010. In Fiscal Year 2017-18, the City is projecting an increase of $661,000, due to
modest growth in occupancy and room rates, together with the opening of a new hotel in the City during
Fiscal Year 2017-18.
Staffing Levels. As revenues have improved, the City has continued the trend of slowly recovering its
staffing levels previously reduced as a result of the great recession. Since Fiscal Year 2013-14 the City has
been able to achieve a modest 4.6% increase in staffing, managing to generally keep pace with the 3.7%
population increase over the same time period, resulting in a slight net increase in Full-time Equivalent
(“FTE”) positions since 2013-14 to 3.8 FTE positions from 3.7 FTE positions per 1,000 residents.
Bargaining Unit Agreements. The Fiscal Year 2017-18 Proposed Budget includes funding for the
annualized costs of negotiated salary increases approved for employee groups during Fiscal Year 2016‐17
and also reflects an estimated wage inflation of 2% for all employee groups for fiscal year 2017‐18. At the
time of the development of the Fiscal Year 2017-18 Proposed Budget, the City was in negotiations with the
Police Officers’ Association and the International Association of Firefighters. Agreements were reached
with these groups during the final development of the budget. Staff expects the increase in salaries and
benefits as a result of those agreements will be offset by reductions in other expenditures, resulting in no
net increase in the total expenditures in the Fiscal Year 2017-18 Proposed Budget. Any additional impact
as a result of agreements reached with the City’s other labor groups after adoption of the budget will be
brought forward for Council approval.
Pension Costs. The increase in retirement cost driven by lower investment returns of the California Public
Employees Retirement System (“CalPERS”) is a significant budgetary challenge facing the City. The
payments made to the retirement system equaled 16.2% of the City’s General Fund in the Fiscal Year 2016-
17 budget and are estimated at $24.5 million in 2017-18, or 14.7% of the 2017-18 Proposed Budget. Over
the last several years CalPERS has made a series of changes that have resulted in higher contribution rates.
The impact of these cost increases has been partially offset through negotiations with the City’s bargaining
groups, and has resulted in the implementation of pension reform. Under the negotiated pension reform,
employees have agreed to pay an increased share of pension costs, thereby reducing the impact of pension
cost increases to the City’s budget. See “Pension Plans.”
Health Care Costs. Flex/health insurance represents 7.4% of the total Fiscal Year 2017-18 General Fund
expenditure budget and accounts for the healthcare costs for permanent employees. The annually increasing
flex/health insurance cost is also a challenge that the City will continue to address in future budgets. The
Fiscal Year 2017‐18 Budget shows a slight decrease in these costs compared to the prior fiscal year adopted
budget. In Fiscal Year 2016‐17 the anticipated increase in healthcare premiums was estimated at 15%. The
actual increase was lower than this estimation as a result of the City’s switch in health insurance providers
in 2017. This is carried forward into the first half of Fiscal Year 2017‐18, which results in the slight decrease
2017-06-06 Agenda Packet Page 361
27
in comparison to the prior year adopted budget. The 2017‐18 Budget assumes a 10% increase in healthcare
premiums in calendar year 2018.
Revenues and Expenditures
The City’s General Fund Budget includes programs which are provided on a largely city-wide basis. The
programs and services are financed primarily by the City’s share of property taxes, sales tax, revenues from
the State, and charges for services provided.
Revenues
The largest components of budgeted Fiscal Year 2017-18 General Fund revenues (including transfers) are
sales tax (20.3%), property tax (20.3%), property tax in lieu of motor vehicle license fees (12.5%) and
Measure P Sales Tax (9.8%).
The revenues in Table No. 9 that follows are categorized as:
Property Taxes and Property Tax in Lieu of Motor Vehicle License Fees;
Sales Taxes, including the Measure P Sales Tax;
Other Taxes, detailed in Table No. 15 “Tax Revenues by Source,” which include utility users tax,
transient occupancy tax, franchise fees, business licenses and other taxes such as documentary
transfer tax;
Licenses and Permits, which includes construction building permits and engineering permits;
Fines, Forfeitures and Penalties, which includes municipal and vehicle code violations;
Use of Money and Property, which includes rental income for various City facilities and investment
income;
Intergovernmental Revenue;
Charges for Services, comprised of charges such as plan checking, building inspection and other
municipal services, animal shelter contracts, services to the Port of San Diego, recreation program
fees and staff services reimbursement;
Other Revenue, which includes charges to other funds for overhead and administration, and
reimbursements for costs relating to staffing for open space and assessment district maintenance
and capital improvements, and
Transfers In from the Gas Tax Fund, Traffic Safety Fund, Asset Seizure Fund, Proposition 42 Fund,
Sewer Service Fund and other funds to reimburse for qualifying expenditures or overhead.
Expenditures
The expenditures in Table No. 9 that follows are categorized by governmental function. Each function
generally includes salaries and benefits and materials and supplies.
Salaries and benefits include direct personnel costs, benefits, health insurance costs and workers’
compensation and unemployment insurance costs. Materials and supplies include non-personnel operating
costs and contract professional services.
2017-06-06 Agenda Packet Page 362
28
Transfers Out are primarily transfers to the debt service funds for the General Fund share of payments on
outstanding debt not paid for using Public Facilities Development Impact Fees (see “Public Facilities
Development Impact Fees” below).
The City provides both police and fire services. These public safety expenditures represent approximately
48.6% of the total budgeted General Fund expenditures (including transfers) for Fiscal Year 2017-18.
As noted, Table No. 9 provides a comparison of results for Fiscal Years 2014-15 and 2015-16, and the
budgets for Fiscal Year 2016-17 and 2017-18. Historical financial information is shown in Table No. 26.
2017-06-06 Agenda Packet Page 363
29
TABLE NO. 9
CITY OF CHULA VISTA
GENERAL FUND REVENUES AND EXPENDITURES
2014-15 2015-16 2016-17 2017-18
Actual Actual Budget Budget
Revenues:
Property Tax $ 29,705,939 $ 30,443,378 $ 31,403,073 $ 33,849,178
Property Tax in Lieu of MVLF 17,779,353 18,934,656 19,692,436 20,844,039
Sales Tax 30,394,291 34,180,296 33,182,552 33,767,466
Measure P Sales Tax (1) - - - 16,320,000
Other Taxes 22,858,848 24,173,583 24,278,998 24,743,434
Licenses and Permits 1,281,656 1,301,243 1,321,085 1,524,632
Intergovernmental Revenue 1,933,114 2,530,464 1,828,662 1,722,934
Fines, Forfeitures and Penalties 1,638,251 1,249,457 1,020,700 1,075,423
Use of Money & Property 2,832,039 2,879,878 2,731,601 2,421,115
Charges for Services (2) 9,430,097 9,264,462 7,079,282 8,255,255
Other Revenue 4,116,777 2,302,038 2,194,224 1,034,065
Reimbursements from Other Funds 9,273,303 10,064,380 9,791,546 9,823,215
Transfers In (2) 9,994,525 9,036,494 11,937,171 11,206,503
Total Revenues 141,238,193 146,360,289 146,461,330 166,587,259
Expenditures:
General Government 20,841,178 22,242,694 24,840,539 25,338,530
Public Safety - Police 46,484,920 49,151,324 50,003,989 53,331,216
Public Safety - Fire 26,024,758 26,987,659 27,266,415 27,711,512
Public Works 27,822,644 28,139,011 25,878,341 26,178,086
Recreation and Library 7,273,387 7,747,274 8,206,199 8,227,037
Planning and Building 2,464,305 2,276,098 2,671,459 2,708,162
Capital Outlay 1,081,105 2,235,590 1,595,081 150,211
Transfers Out 6,082,780 6,335,351 5,999,307 22,942,505 (1)
Total Expenditures 138,075,077 145,115,001 146,461,330 166,587,259
Net Change in Fund Balances 3,163,116 1,245,288 - -
Beginning Unassigned Fund Balance (3) 14,511,252 16,412,878 17,299,644 17,855,389
Change in Reserves (1,261,490) 214,202 - -
Ending Unassigned Fund Balance (3) $ 16,412,878 $ 17,872,368 $ 17,299,644 $ 17,855,389
____________________________________
(1) Voter-approved sales tax transferred to Measure P Capital Project Fund (see “Local Taxes” below).
(2) The City budgets charges for ambulance services in a separate fund and transfers in the revenues to the General
Fund. These revenues are shown as Charges for Services in the audited financial statements.
(3) Does not include Committed or Assigned Fund Balance. See “Financial Statements - GASB Statement No. 54”
herein.
Source: City of Chula Vista.
2017-06-06 Agenda Packet Page 364
30
Ad Valorem Property Taxes
Taxes are levied for each fiscal year on taxable real and personal property which is situated in the City as
of the preceding January 1. For assessment and collection purposes, property is classified either as
“secured” or “unsecured,” and is listed accordingly on separate parts of the assessment roll. The “secured
roll” is that part of the assessment roll containing State assessed property and real property having a tax
lien which is sufficient, in the opinion of the assessor, to secure payment of the taxes. Other property is
assessed on the “unsecured roll.”
Property taxes on the secured roll are due in two installments, on November 1 and February 1 of the fiscal
year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10%
penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which
taxes are delinquent is sold to the State on or about June 30 of the fiscal year. Such property may thereafter
be prepaid by payment of the delinquent taxes and the delinquency penalty, plus a prepayment penalty of
l½% per month to the time of prepayment. If taxes are unpaid for a period of five years or more, the
property is subject to sale by the County Tax Collector.
Property taxes on the unsecured roll become delinquent, if unpaid on August 31. A 10% penalty attaches
to delinquent taxes on property on the unsecured roll, and an additional penalty of l½% per month begins
to accrue on November 1 of the fiscal year. The County of San Diego has four ways of collecting delinquent
unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office
of the County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the
taxpayer; (3) filing a certificate of delinquency for record in the County Recorder’s Office, in order to obtain
a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or
possessory interests belonging or assessed to the assessee.
Taxable Property and Assessed Valuation. Set forth in Table No. 10 are assessed valuations for secured
and unsecured property within the City. Article XIIIA of the California Constitution prescribes the method
for determining the full cash value of real property and the maximum ad valorem tax on real property. The
full cash value, once established, is subject to annual adjustment to reflect inflation at a rate not to exceed
2% or a reduction in the California Consumer Price Index. There may also be declines in valuations if the
California Consumer Price Index is negative.
Proposition 8 provides for the assessment of real property at the lesser of its originally determined (base
year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date,
taking into account reductions in value due to conditions in the real estate market, damage, destruction,
obsolescence or other factors causing a decline in market value. Reductions based on Proposition 8 do not
establish new base year values, and the property may be reassessed as of the following lien date up to the
lower of the then-current fair market value or the factored base year value. The City saw significant
Proposition 8 reductions in property values between 2008 and 2012, reducing assessed values by 19%.
Assessed values began to recover in Fiscal Year 2013-14, but did not exceed pre-recession levels until Fiscal
Year 2016-17. See “RISK FACTORS - Constitutional Limitation on Taxes and Expenditures - Article XIIIA”
and “- Proposition 8 Adjustments” herein.
2017-06-06 Agenda Packet Page 365
31
TABLE NO. 10
CITY OF CHULA VISTA
GROSS ASSESSED VALUE OF ALL TAXABLE PROPERTY
Fiscal Year Secured Unsecured Total
2010-11 $20,727,034,672 $508,410,557 $21,235,445,229
2011-12 20,622,452,438 531,510,997 21,153,963,435
2012-13 20,459,110,877 483,686,031 20,942,796,908
2013-14 21,179,757,717 466,551,192 21,646,268,909
2014-15 22,642,031,835 448,408,518 23,090,440,353
2015-16 24,001,104,385 454,894,256 24,455,998,641
2016-17 25,328,420,138 447,654,371 25,776,074,509
____________________________________
Source: San Diego County Auditor-Controller.
Property Tax Collections. A five year history of property tax levies and collections for the City is set forth
in Table No. 11. The Board of Supervisors of the County approved the implementation of the Alternative
Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (known as the “Teeter
Plan”), as provided for in Section 4701 et seq. of the Revenue and Taxation Code of the State. Under the
Teeter Plan, the County apportions secured property taxes and assessments on an accrual basis when due
(irrespective of actual collections) to participating local political subdivisions for which the County acts as
the levying or collecting agency. The City does not participate in the Teeter Plan. As a result, the County
apportions to the City only the secured property taxes actually collected, including penalties and interest
paid on delinquent installments of property taxes.
TABLE NO. 11
CITY OF CHULA VISTA
PROPERTY TAX LEVIES AND COLLECTIONS
Current Percentage Collections in Total Percentage
Fiscal Total Tax Tax of Levy Subsequent Tax of
Year Levy (1) Collections Collected Years (2) Collections Levy
2011-12 $25,373,780 $24,669,632 97.22% $(35,474) $24,634,158 97.09%
2012-13 25,352,454 24,982,072 98.54 117,973 25,100,045 99.00
2013-14 26,063,753 25,758,225 98.83 39,776 25,798,001 98.98
2014-15 27,726,666 27,398,740 98.82 36,404 27,435,143 98.95
2015-16 29,083,269 28,800,156 99.03 68,973 28,869,128 99.26
____________________________________
(1) Levy amounts do not include supplemental taxes.
(2) Collection amounts represent delinquencies collected for all prior years during the current tax year. Total
delinquent collections are reduced by any refunds processed from prior year tax collections.
Source: City of Chula Vista.
2017-06-06 Agenda Packet Page 366
32
Largest Taxpayers. The largest property taxpayers in the City as of June 30, 2016 are as shown in Table
No. 12.
TABLE NO. 12
CITY OF CHULA VISTA
LARGEST PROPERTY TAXPAYERS
Assessed Percent
Taxpayer Valuation of Total
Rohr Inc. $ 234,306,153 0.96%
JPB Development 189,353,459 0.77
Brisa Acquisitions LLC 118,281,029 0.48
Regulo Place Apartments Invest 100,283,129 0.41
Vista Pacific Villas LP 91,963,717 0.38
Olympic Pointe West Communities 88,422,185 0.36
BRE FMCA LLC 76,405,081 0.31
HCA Properties 75,089,426 0.31
Chula Vista Center LP 73,462,792 0.30
Equity Residential 68,087,322 0.28
Total $1,115,654,293 4.56%
____________________________________
Source: City of Chula Vista.
Redevelopment - Related Property Tax Considerations. The California Redevelopment Law (Part 1 of
Division 24 of the Health and Safety Code of the State) authorized the redevelopment agency of any city
or county to receive an allocation of tax revenues resulting from increases in assessed values of properties
within designated redevelopment project areas (the “incremental value”) occurring after the year the project
area was formed. In effect, local taxing authorities, such as the City, realized tax revenues only on the
assessed value of such property at the time the redevelopment project was created for the duration of such
redevelopment project. Although Assembly Bill No. 26 (“AB X1 26”), enacted on June 29, 2011 as Chapter
5 of Statutes of 2011, statutorily dissolved redevelopment agencies as of February 1, 2012, the enforceable
obligations of dissolved redevelopment agencies continue to be paid from property taxes derived from such
incremental value until the enforceable obligations are paid in full in accordance with Parts 1.8
(commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the
California Health and Safety Code (as such statutory provisions may be amended from time to time the
“Dissolution Act”).
The City had formed several redevelopment projects prior to the State’s enactment of the Dissolution Act.
Table No. 13 sets forth total assessed valuations and redevelopment agency incremental values.
2017-06-06 Agenda Packet Page 367
33
TABLE NO. 13
CITY OF CHULA VISTA
TOTAL AND NET PROPERTY TAX VALUATIONS
Fiscal Year
Total
Assessed
Valuation
Redevelopment
Agency
Incremental Value
Net
Value
Percent
Change
2010-11 $21,235,445,229 $(1,172,995,829) $20,062,449,400 (3.9)%
2011-12 21,153,963,435 (1,212,102,912) 19,941,860,523 (0.6)
2012-13 20,942,796,908 (1,143,033,852) 19,799,763,056 (0.7)
2013-14 21,646,268,909 (1,255,372,303) 20,390,936,606 1.7
2014-15 23,090,440,553 (1,260,053,981) 21,830,386,572 8.3
2015-16 24,455,998,641 (1,327,278,438) 23,128,720,203 5.9
2016-17 25,776,074,509 (1,371,791,234) 24,404,283,275 5.5
_______________________________________
Source San Diego County Auditor-Controller.
In the first year after redevelopment agencies were statutorily dissolved, the Dissolution Act established a
process for determining the liquid assets that redevelopment agencies should have shifted to their successor
agencies when they were dissolved, and the amount that should be available for remittance by the successor
agencies to their respective county auditor-controller for distribution to affected taxing entities within the
project areas of the former redevelopment agencies. This determination process is commonly known as the
“due diligence review process” and was required to be completed through the final step (review by the State
Department of Finance) by November 9, 2012 with respect to affordable housing funds and by April 1,
2013 with respect to non-housing funds. Generally, redevelopment agencies were required to remit to their
respective county auditor-controller the amount of unobligated balances determined by the State
Department of Finance. In turn, such remitted unobligated balances were distributed to taxing entities
within the applicable redevelopment project area (including the City with respect to its redevelopment
projects) in proportion to such taxing entity’s share of property tax revenues in the tax rate area for the
applicable fiscal year.
The Dissolution Act also provides for proceeds of the sale of land owned by redevelopment agencies at the
time of their statutory dissolution to be remitted to the applicable county auditor-controller for distribution
to the affected taxing entities within the applicable redevelopment project area (including the City with
respect to its redevelopment projects) in proportion to such taxing entity’s share of property tax revenues
in the tax rate area for the applicable fiscal year.
Further, under the Dissolution Act, taxing entities with jurisdictions within a redevelopment project, such
as the City, are to receive distributions (in proportion to such taxing entity’s share of property tax revenues
in the tax rate area for the applicable fiscal year) of residual amounts of property taxes attributable to
incremental value of such redevelopment projects on each June 1 and January 2, after payment of: (i) tax
sharing obligations established previously pursuant to the Community Redevelopment Law, (ii) enforceable
obligations of the successor agency to the former redevelopment agency, and (iii) an administrative cost
allowance to such successor agency. As enforceable obligations of the former redevelopment agency and
its successor agency are paid and retired, residual amounts of property tax revenues attributable to
redevelopment project area incremental value are expected to increase over time.
The table below summarizes the distributions received by the City of its share of (i) unobligated balances
determined pursuant to the due diligence review process described above, (ii) proceeds of the sale of land
owned by the City’s redevelopment agency at the time of its dissolution, and (iii) residual amounts of
property taxes derived from its redevelopment projects since the statutory dissolution of the City’s
redevelopment agency on February 1, 2012. These amounts are included in property tax revenues in Table
No. 15.
2017-06-06 Agenda Packet Page 368
34
TABLE NO. 14
CITY OF CHULA VISTA
CITY SHARE OF DUE DILIGENCE REVIEW PROCEEDS, LAND SALE PROCEEDS, AND RESIDUAL
PROPERTY TAXES ATTRIBUTABLE TO THE REDEVELOPMENT PROJECTS
Fiscal Year
Residual
Property
Taxes
Land
Sale/Due
Diligence
Review
Proceeds
Total
2012/13 $1,276,823 $ - $1,276,823
2013/14 1,055,004 - 1,055,004
2014/15 805,449 46,483 851,932
2015/16 957,989 - 957,989
2016/17 (1) 1,005,383 51,510 1,056,893
2017/18 (2) 1,231,542 - 1,231,542
_______________________________________
(1) Estimated.
(2) Fiscal Year 2017-18 Proposed Budget.
Source: City of Chula Vista and Successor Agency to the Redevelopment Agency of the City
of Chula Vista, based on information compiled from San Diego County Auditor-
Controller.
Local Taxes
In addition to ad valorem taxes on real property, the City receives the following non-real estate local taxes
(see “RISK FACTORS - Constitutional Limitation on Taxes and Expenditures - Proposition 62” and “-
Proposition 218” herein).
Sales and Use Taxes. Sales tax is collected and distributed by the State Board of Equalization. Each local
jurisdiction receives an amount equal to 1% of taxable sales within its jurisdiction. In November 2016,
voters in the City approved “Measure P,” the levy of an additional 1/2% sales tax for a 10-year term,
commencing April 1, 2017. This new sales tax increases the amount of sales tax received by the City
starting late in the 2016-17 Fiscal Year. The first full year of Measure P Sales Tax will occur in Fiscal Year
2017-18. The City has approved a policy to transfer the additional sales tax out of the General Fund to the
Measure P Fund, where it will be expended to service the debt that was issued to fund authorized
improvements (such as Base Rental Payments due with respect to the Bonds) and to pay direct costs relating
to other City-wide capital projects, facilities and equipment expenditures.
The figures shown in Table No. 15 for sales tax revenues include property tax that the City received in lieu
of sales tax because of the “Triple Flip.” See “RISK FACTORS - State Budget - State Legislative Shifts of
Property Tax Allocation” herein. The City treated the Triple Flip property tax revenue as sales tax in its
financial statements. There was a final one-time Triple Flip adjustment payment in 2015-16, of which the
City received approximately $4 million.
In addition, the City receives a portion of a ½ cent sales tax increase approved by voters in 1993 pursuant
to Proposition 172. Sales tax generated by this increase is used to offset certain expenses for public safety.
Utility Users Tax. A utility users tax (“UUT”) is levied on gas and electric customers based on usage
(.01103 per therm for gas; .00300 per kilo watt for electricity) and telephone services based on gross
receipts. The UUT was first levied in 1970 and the last increase in tax rates was in 1979. A class action
lawsuit was filed against the City contending that a tax on wireless phone use was not covered in the
2017-06-06 Agenda Packet Page 369
35
implementing UUT ordinance. A preliminary settlement agreement was entered into in April 2013 for
rebates to affected wireless phone users who paid the UUT of their wireless phone bills from April 2010 to
April 2013. The court approved the final settlement on December 12, 2013.
At June 30, 2012, the City had recorded $7.3 million of disputed UUT as “deferred revenue” on its balance
sheet. As of June 30, 2013, the City recorded another $4.1 million as “deferred revenue,” moved $8 million
of disputed UUT to a liability account in accordance with the settlement agreement, and recorded $900,000
of prior deferred revenue to pay expenses of the UUT litigation, leaving $2.5 million in UUT that had been
collected in the “deferred revenue” account. Under the terms of the settlement, a portion of the $8 million
was applied to pay legal fees and expenses and a portion was paid to the claims administrator for
disbursement to the affected class of wireless phone users. Pursuant to the settlement agreement, the
balance of the funds were earmarked as separate from the General Fund and used for the benefit of Chula
Vista citizens to address communications, police services, fire services, libraries, parks and recreation
services. Pursuant to the settlement, starting March 1, 2014 the UUT rate on phone service was reduced
from 5% to 4.75%.
The City recognized a total $10.5 million of deferred UUT revenue in 2013-14, which is reflected in Table
No. 15.
Franchise Fees. The City levies a franchise fee on its cable television, trash collection and utility
franchises. The City increased its franchise fees in 2014-15.
Business License Tax. The City levies a business license tax based on number of employees.
Transient Occupancy Tax. The City levies a 10% transient occupancy tax on hotel and motel bills.
Property Transfer Taxes. The City receives a documentary stamp tax which is assessed for recordation
of real property transfers.
There is no time limit established for the collection of the utility users tax or the transient occupancy tax.
There is also no expiration for the levy of sales tax pursuant to Proposition 172. See “RISK FACTORS -
The Base Rental Payments” and “Constitutional Limitation on Taxes and Expenditures - Proposition 218”
herein.
2017-06-06 Agenda Packet Page 370
36TABLE NO. 15 CITY OF CHULA VISTA TAX REVENUES BY SOURCE % of 2017-18 Budget Budget Proposed 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 Budget (3) Property Tax $ 27,876,534 $ 28,492,215 $ 29,705,939 $ 30,443,378 $ 31,403,073 $ 33,849,178 20.3% Property Tax In Lieu of VLF (1) 16,253,826 16,773,957 17,779,353 18,934,656 19,692,436 20,844,039 12.5 Sales Tax 28,627,785 29,171,174 30,394,291 34,180,296 33,182,552 33,767,466 20.3 Measure P Sales Tax - - - - - 16,320,000 9.8 Franchise Fees 9,266,768 8,845,067 10,831,671 11,709,977 11,795,951 11,968,646 7.2 Utility Users Tax (2) 4,428,794 17,525,294 6,364,691 5,844,248 6,379,964 5,860,328 3.5 Transient Occupancy Tax 2,471,252 2,632,774 3,136,847 3,827,244 3,654,779 4,316,267 2.6 Business License Tax 1,260,622 1,328,554 1,407,145 1,538,595 1,424,643 1,424,643 0.9 Property Transfer Tax 1,125,252 949,603 1,118,494 1,253,479 1,023,661 1,173,550 0.7 Total $ 91,310,833 $105,718,638 $100,738,431 $107,731,873 $108,557,059 $129,524,117 77.8% ____________________________________ (1) See “Motor Vehicle License Fees” below. For comparison purposes, these amounts are included in “Taxes” for all years. (2) The City began recording a portion of the utility users’ tax as deferred revenue in Fiscal Year 2010-11. In 2012-13, the City recognized $900,000 of deferred revenue to pay expenses related to the settlement described above regarding the utility users tax on wireless phone use. In 2013-14, the remaining $10.5 million of deferred revenue was recognized. (3) Including transfer in from other funds. Source: City of Chula Vista. 2017-06-06 Agenda PacketPage 371
37
Motor Vehicle License Fees
The City receives a portion of VLF collected state-wide. The total VLF budgeted for Fiscal Year 2017-18
is approximately $20.8 million, all of which is included in the City’s Fiscal Year 2017-18 Proposed Budget
as intergovernmental revenues, but will be received through an in lieu payment from State property tax
revenues. Although the VLF is shown in Table No. 15 in all years as “Property Tax In Lieu of VLF” for
comparison purposes, the property tax portion of the VLF was phased in over several years, and in the
City’s financial statements, the City reflected the VLF in “Intergovernmental Revenues” in Fiscal Year
2012-13 and in all other years in “Taxes.”
Public Facilities Development Impact Fees
The City assesses certain fees on new development. One such fee is the Public Facilities Development
Impact Fee, or “PFDIF.” These revenues are recorded in a Development Impact Fee Fund. See “APPENDIX
B - CITY AUDITED FINANCIAL STATEMENTS.” The City utilizes the PFDIF to offset the cost of
constructing or financing certain public facilities, such as the City’s Civic Center complex and the Police
Headquarters, including paying a portion of the lease payments related to the financing of these
improvements. See “Outstanding Indebtedness of the City” below.
The receipt of the PFDIF is dependent upon building activity in the City and such revenues were
significantly reduced during the recession years. Over the last eight years PFDIF revenues have ranged
from a high of $18 million in Fiscal Year 2005-06 to a low of $695,793 in Fiscal Year 2008-09. Such
amounts have not always been adequate in recent years to pay the proportionate share of lease payments as
expected and such amounts have instead been funded with the PFDIF fund balance or interfund loans made
to the PFDIF fund. The accumulated balance of PFDIF revenues at June 30, 2018 is expected to be
approximately $[3.9] million and the interfund loans due to other funds from the PFDIF is expected to be
$___ million.
Fiscal
Year
PFDIF
Revenues (1)
2008-09 $ 695,793
2009-10 1,610,071
2010-11 4,208,203
2011-12 3,122,330
2012-13 6,808,865
2013-14 4,554,723
2014-15 5,371,592
2015-16 6,473,891
2016-17 Estimate ________
2016-17 Projected 5,300,000
____________________________________
(1) Does not include investment income/market value decline in investment value or
reimbursements from other funds for prior expenditures.
Source: City of Chula Vista.
The City is projecting approximately $5.3 million in PFDIF fee revenues for Fiscal Year 2017-18 as
compared to a total of approximately $5.5 million in annual lease payments on all City financings which
could be paid from such revenues (see “Outstanding Indebtedness of the City”). While the City has
projected that future development will stabilize and believes that annual PFDIF revenues, or accumulated
PFDIF revenues, will be available to pay a portion of the lease payments referenced above, there can be no
guarantee that building activity will occur as anticipated, and as a result, the City General Fund may be
2017-06-06 Agenda Packet Page 372
38
required to pay a greater share of lease payments than currently anticipated by the City. However, to
mitigate future fluctuations in PFDIF revenues from again impacting the General Fund, the City expects to
reserve $[5.5] million (one year’s share of debt service on PFDIF – eligible projects) of the current $[3.9]
million fund balance.
Personnel
Employee salaries and benefits account for over 70% of the City’s General Fund estimated expenditures
for Fiscal Year 2017-18. Table No. 16 sets forth historical employee information for the City as of June 30
in each of the last five fiscal years and budgeted for 2017-18 based on authorized, budgeted full-time
equivalent positions.
TABLE NO. 16
CITY OF CHULA VISTA
CITY PERSONNEL
Fiscal Year
Number of Full Time
Permanent Employees
Employees Per
Thousand Population
2012-13 932 3.70
2013-14 950 3.70
2014-15 961 3.70
2015-16 966 3.60
2016-17 984 3.70
2017-18 994 3.80
____________________________________
Source: City of Chula Vista.
Employee Relations and Collective Bargaining
City employees are represented by five labor unions and associations: the Chula Vista Employees’
Association (“CVEA”), the Chula Vista Police Officers’ Association (“POA”), the International Association
of Fire Fighters (“IAFF”), the Western Council of Engineers (“WCE”) and Mid Managers and Professional
Association (“MMPA”). CVEA is the largest association, representing approximately 45.5% of all City
employees. Currently 95% of all City employees are covered by negotiated agreements. Current negotiated
agreements of CVEA and WCE expire June 30, 2017 and the City is negotiating with these two bargaining
groups. The current negotiated agreement with MMPA expires June 30, 2018. The current negotiated
agreement with POA expires June 30, 2020 and the current negotiated agreement with IAFF expires
December 31, 2019.
Pension Plans
This caption contains certain information relating to CalPERS. The information is primarily derived from
information produced by CalPERS, its independent accountants and its actuaries. The City has not
independently verified the information provided by CalPERS and does not guarantee the accuracy of the
information provided by CalPERS.
The comprehensive annual financial reports of CalPERS are available on its Internet website at
www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports
and other information concerning benefits and other matters. The textual reference to such Internet website
is provided for convenience only. None of the information on such Internet website is incorporated by
reference herein. The City cannot guarantee the accuracy of such information. Actuarial assessments are
2017-06-06 Agenda Packet Page 373
39
“forward-looking” statements that reflect the judgment of the fiduciaries of the pension plans, and are
based upon a variety of assumptions, one or more of which may not materialize or be changed in the future.
Plan Description. The City provides retirement benefits, disability benefits, periodic cost-of-living
adjustments, and death benefits to plan members and beneficiaries (the “Plans”). The Plans are part of an
agent multiple-employer plan administered by CalPERS, which acts as a common investment and
administrative agent for participating public employers within the State. Benefit provisions are established
by State statute and by City contracts with employee bargaining groups. The Plans as described herein
cover three separate employee groups – Miscellaneous, Safety Fire and Safety Police.
California Public Employees’ Pension Reform Act of 2013. On September 12, 2012, the Governor
signed into law the California Public Employees’ Pension Reform Act of 2013 (“PEPRA”), which made
changes to CalPERS Plans, most substantially affecting new employees hired after January 1, 2013 (the
“Implementation Date”). For non-safety CalPERS participants hired after the Implementation Date,
PEPRA changed the normal retirement age by increasing the eligibility for the 2% age factor from age 55
to 62 and increased the eligibility requirement for the maximum age factor of 2.5% to age 67.
PEPRA also: (i) requires all new participants enrolled in CalPERS after the Implementation Date to
contribute at least 50% of the total annual normal cost of their pension benefit each year as determined by
an actuary to a maximum of 8% of salary, (ii) requires CalPERS to determine the final compensation amount
for employees based upon the highest annual compensation earnable averaged over a consecutive 36-month
period as the basis for calculating retirement benefits for new participants enrolled after the Implementation
Date, and (iii) caps “pensionable compensation” for new participants enrolled after the Implementation
Date at 100% of the federal Social Security contribution and benefit base for members participating in
Social Security or 120% for members not participating in Social Security, while excluding previously
allowed forms of compensation under the formula such as payments for unused vacation, annual leave,
personal leave, sick leave, or compensatory time off.
Benefit Tiers. In 2011 the City established two tiers of benefits for employees in each of the employee
plans (Miscellaneous, Safety Fire and Safety Police), based on date of hire (“Tier 1” and “Tier 2”). Benefits
were reduced for Tier 2 employees hired on or after April 22, 2011. Due to PEPRA, the City added a benefit
tier in each employee group for employees subject to PEPRA (“PEPRA Tier”). Ultimately, PEPRA is
expected to reduce the City’s long-term pension obligation as existing employees retire and new employees
are hired to replace them.
The Plans’ provisions and benefits in effect at June 30, 2016, are summarized as follows:
Miscellaneous Plan
Tier 1 Tier 2 PEPRA Tier
Benefit Formula 3% at 60 2% at 60 2% at 62
Benefit Vesting Schedule 5 years service 5 years service 5 years service
Benefit Payments monthly for life monthly for life monthly for life
Retirement Age 50 50 52
Monthly Benefits, as a % of Eligible
Compensation
2.0% to 3.0%
1.092% to 2.418%
1.0% to 2.5%
Required Employee Contribution Rates 8.0% 7.0% 6.75%
Required Employer Contribution Rates 28.119% 28.119% 28.119%
2017-06-06 Agenda Packet Page 374
40
Safety Fire Plan
Tier 1 Tier 2 PEPRA Tier
Benefit Formula 3% at 50 3% at 55 2.7% at 57
Benefit Vesting Schedule 5 years service 5 years service 5 years service
Benefit Payments monthly for life monthly for life monthly for life
Retirement Age 50 50 50
Monthly Benefits, as a % of Eligible
Compensation
3.0%
2.4% to 3.0%
2.0% to 2.7%
Required Employee Contribution Rates 9.0% 9.0% 12.25%
Required Employer Contribution Rates 30.431% 30.431% 30.431%
Safety Police Plan
Tier 1 Tier 2 PEPRA Tier
Benefit Formula 3% at 50 3% at 55 2.7% at 57
Benefit Vesting Schedule 5 years service 5 years service 5 years service
Benefit Payments monthly for life monthly for life monthly for life
Retirement Age 50 50 50
Monthly Benefits, as a % of Eligible
Compensation
3.0%
2.4% to 3.0%
2.0% to 2.7%
Required Employee Contribution Rates 9.0% 9.0% 12.25%
Required Employer Contribution Rates 30.431% 30.431% 30.431%
Funding Policy. Active members in the Plans are required to contribute a percent of their annual covered
salary as shown in the charts above. All employees pay their own employee contributions towards
retirement.
Actuarial Methods and Assumptions Used to Determine Total Pension Liability. The total pension
liabilities in the June 30, 2014 actuarial valuations, rolled forward to June 30, 2015, using standard update
procedures, were determined using the following actuarial assumptions:
Valuation Date June 30, 2014
Measurement Date June 30, 2015
Actuarial Cost Method Entry-Age Normal Cost Method
Actuarial Assumptions:
Discount Rate 7.65%
Inflation 2.75%
Projected Salary Increase Varies (1)
Investment Rate of Return 7.65% (2)
Mortality (3)
Post Retirement Benefit Increase Contract cost of living adjustment up to 2.75% until Purchasing
Power Protection Allowance Floor on Purchasing Power applies,
2.75% thereafter____________________________________
(1) Varies by entry age and service.
(2) Net of pension plan investment and administrative expenses, including inflation.
(3) The mortality table used was developed based on CalPERS’ specific data. The table includes 20 years of mortality
improvements using Society of Actuaries Scale BB. For more details on this table, please refer to the CalPERS
2014 Experience Study.
2017-06-06 Agenda Packet Page 375
41
All other actuarial assumptions used in the June 30, 2014 valuation were based on the results of an actuarial
experience study (“Experience Study”) for the period 1997 to 2011. Further details of the Experience Study
can be found on the CalPERS website under Forms and Publications.
Recent Changes in Actuarial Assumptions. In March 2012, CalPERS voted to decrease the investment
rate of return used in future actuarial valuations from 7.75% to 7.5%. This change was implemented over
a two-year period beginning with the 2013-14 rates.
In April 2013, CalPERS voted to raise employer rates roughly 50% over the next seven years, replacing
current actuarial methods. Over five years, the new method increases employer rates to the level needed to
project 100% funding in 30 years.
Also in April 2013, CalPERS approved a recommendation to change the amortization and smoothing
policies. Prior to this change, CalPERS employed an amortization and smoothing policy, which spread
investment returns over a 15-year period while experience gains and losses were amortized over a rolling
30-year period. Effective with the June 30, 2013 valuations, CalPERS will no longer use an actuarial value
of assets and will employ an amortization and smoothing policy that will spread rate increases or decreases
over a five-year period, and will amortize all experience gains and losses over a fixed 30-year period.
The new amortization and smoothing policy was used for the first time in the June 30, 2013 actuarial
valuations. These valuations were performed in the fall of 2014 and affect employer contribution rates
beginning in Fiscal Year 2015-16.
In February 2014, CalPERS adopted new demographic assumptions regarding improved mortality rates.
According to CalPERS, this could result in rates as much as 2% to 5% higher. The impact is phased in and
affects rates beginning in Fiscal Year 2016-17.
On December 21, 2016, the CalPERS Board of Administration approved an incremental lowering of the
discount rate from 7.5% to 7.0% over the next three Fiscal Years. For Fiscal Years 2017-18, 2018-19 and
2019-20, the Board of Administration approved discount rates of 7.375%, 7.25% and 7.0%, respectively.
While the full impact of the discount rate changes on the City is not yet clear, CalPERS expects such
changes to increase average employer rates by approximately 1% to 3% of normal cost as a percent of
payroll for most miscellaneous retirement plans and by approximately 2% to 5% for most safety plans.
CalPERS also expects the discount rate changes to result in increased unfunded accrued liability payments
for employers, and estimates that many employers will see such payments increase by 30% to 40%.
2017-06-06 Agenda Packet Page 376
42
Contribution Rates. The contribution requirements of Plan members and the City are established by
CalPERS.
The City’s percentage of payroll for CalPERS payments for Fiscal Years 2010-11 through 2016-17 are
shown in the table below. These rates do not include the employees’ contribution rates. The rates include
both the employer’s normal cost and an unfunded actuarial liability rate.
TABLE NO. 17
EMPLOYER RETIREMENT CONTRIBUTION RATES
Fiscal Year Miscellaneous Safety Plans
2010-11 19.599% 22.654%
2011-12 22.702 26.134
2012-13 23.668 26.492
2013-14 25.437 27.316
2014-15 26.235 28.857
2015-16 28.119 30.431
2016-17 29.693 33.691
____________________________________
Source: California Public Employees’ Retirement System.
CalPERS modified the calculation of the contribution rates beginning in Fiscal Year 2017-18. CalPERS
now represents only the employer’s normal cost as a percentage of payroll, and includes a dollar amount
for the amortization of the unfunded actuarial liability (UAL). Shown in Table No. 18 are the CalPERS
projections of the normal cost and amortization of the UAL for the City. For comparison, the normal cost
for 2016-17 was 11.828% for the Miscellaneous Plan and 20.181% for the Safety Plans (combined Safety
Fire and Safety Police members’ Plans).
TABLE NO. 18
PROJECTED EMPLOYER RETIREMENT CONTRIBUTIONS
Miscellaneous Safety Plans
Fiscal Year Normal Cost Amortize UAL Normal Cost Amortize UAL
2017/18 11.376% $ 9,751,783 19.656% $ 6,012,543
2018/19 11.400 11,432,907 19.700 7,590,374
2019/20 11.400 13,206,119 19.700 9,257,465
2020/21 11.400 14,360,895 19.700 10,265,818
2021/22 11.400 15,491,672 19.700 11,310,785
____________________________________
Projected by CalPERS based on various assumptions as of August 2016, does not reflect change in the discount rate
approved in December 2016 which as described above is expected to increase employer contributions.
Source: California Public Employees’ Retirement System.
2017-06-06 Agenda Packet Page 377
43
Annual Pension Costs. A five-year history of the City’s required annual pension costs is shown in the
table below. The required contribution was determined as part of an annual actuarial valuation. The most
recent actuarial assumptions are described under the caption “Actuarial Methods and Assumptions Used to
Determine Total Pension Liability.”
TABLE NO. 19
FIVE-YEAR TREND INFORMATION FOR ANNUAL PENSION COSTS
ALL TIERS COMBINED
Fiscal Year
Annual
Pension
Cost (APC)
2012-13 $18,188,432
2013-14 16,215,564
2014-15 20,818,356
2015-16 21,054,501
2016-17 22,250,000
2017-06-06 Agenda Packet Page 378
44
Pension Liabilities. The City’s net pension liability for the Plans is measured as the total pension liability,
less the pension plan’s fiduciary net position. The net pension liability of the Plans is measured as of
June 30, 2015, using the annual actuarial valuation as of June 30, 2014 rolled forward to June 30, 2015
using standard update procedures. The City’s changes in net pension liability for the Plans between June 30,
2014 and 2015 was as follows:
TABLE NO. 20
NET PENSION LIABILITY BY PLAN
Miscellaneous Plan
Increase (Decrease)
Total
Pension
Liability
(a)
Plan
Fiduciary
Net Position
(b)
Net
Pension
Liability/(Assets)
(c)=(a)-(b)
Balance at: 6/30/2014 (Valuation Date) (1) $458,852,790 $322,894,262 $135,958,528
Changes Recognized for the Measurement Period:
Service Cost 8,570,421 - 8,570,421
Interest on the Total Pension Liability 34,103,210 - 34,103,210
Difference Between Expected and Actual Experience 925,960 - 925,960
Change of Assumptions (8,500,698) - (8,500,698)
Plan to Plan Resource Movement - 5,268 (5,268)
Contribution from the Employer - 13,499,144 (13,499,144)
Contributions from Employees - 3,679,749 (3,679,749)
Net Investment Income - 7,195,063 (7,195,063)
Benefit Payments including Refunds of Employee
Contributions
(19,539,333)
(19,539,333)
-
Administrative Expense - (368,694) 368,694
Net Changes During 2014-15 15,559,560 4,471,197 11,088,363
Balance at: 6/30/2015 (Measurement Date) (1) $474,412,350 $327,365,459 $147,046,891
_______________________________________
(1) The fiduciary net position includes receivables for employee service buybacks, deficiency reserves, fiduciary
self-insurance and OPEB expense. This may differ from the plan assets reported in the funding actuarial valuation
report.
(Continued on following page)
2017-06-06 Agenda Packet Page 379
45
Safety Plans (combined Fire and Police)
Increase (Decrease)
Total
Pension
Liability
(a)
Plan
Fiduciary
Net Position
(b)
Net
Pension
Liability/(Assets)
(c)=(a)-(b)
Balance at: 6/30/2014 (Valuation Date) (1) $403,302,535 $320,136,917 $83,165,618
Changes Recognized for the Measurement Period:
Service Cost 9,646,806 - 9,646,806
Interest on the Total Pension Liability 29,979,452 - 29,979,452
Difference Between Expected and Actual Experience 460,215 - 460,215
Change of Assumptions (7,813,969) - (7,813,969)
Contribution from the Employer - 7,555,357 (7,555,357)
Contributions from Employees - 3,230,989 (3,230,989)
Net Investment Income - 6,999,744 (6,999,744)
Benefit Payments including Refunds of Employee
Contributions
(17,767,853)
(17,767,853)
-
Administrative Expense - (359,830) 359,830
Net Changes During 2014-15 14,504,651 (341,593) 14,846,244
Balance at: 6/30/2015 (Measurement Date) (1) $417,807,186 $319,795,324 $98,011,862
_______________________________________
(1) The fiduciary net position includes receivables for employee service buybacks, deficiency reserves, fiduciary
self-insurance and OPEB expense. This may differ from the plan assets reported in the funding actuarial valuation
report.
Sensitivity of the Net Pension Liability to Changes in the Discount Rate. The following presents the
City’s net pension liability, calculated using the discount rate of 7.65%, as well as what the City’s net
pension liability would be if it were calculated using a discount rate that is 1% lower (6.65%) or 1% higher
(8.65%) than the current rate:
Miscellaneous Safety Combined
Net Pension Liability 1% Decrease in
Discount Rate to 6.65%
$211,893,960
$158,181,753
Net Pension Liability at Current
Discount Rate of 7.65%
$147,046,891
$98,011,862
Net Pension Liability 1% Increase in
Discount Rate to 8.65%
$93,560,698
$48,967,839
See Note 11 of the City’s Comprehensive Annual Financial Report included in “APPENDIX B” for further
information about the Plans.
Defined Contribution Pension Plan
The City provides pension plan benefits for all of its part-time employees through a defined contribution
plan (Public Agency Retirement Plan). In a defined contribution plan, benefits depend solely on amounts
contributed to the plan plus investment earnings. The plan is administered by Public Agency Retirement
Services. All part-time employees are eligible to participate from the date of employment. Federal
legislation requires contributions of at least 7.5% to a retirement plan, and City Council resolved to match
2017-06-06 Agenda Packet Page 380
46
the employees’ contributions of 3.75%. The City’s contributions for each employee (and interest earned by
the accounts) are fully vested immediately.
For the year ended June 30, 2016, the City’s total payroll and covered payroll for the Public Agency
Retirement Plan was $2,734,164. The City made employer contributions of $102,531, and employees
contributed $102,531 (both calculated at 3.75% of current covered payroll).
Other Post Employment Benefits
Plan Description. The City provides a Retiree Healthcare Plan, a single employer defined benefit plan,
which allows retirees to purchase healthcare coverage under the City’s medical plan. Retirees pay 100%
of the premiums. Retirees not eligible for Medicare pay the same healthcare premiums as active employees,
even though retiree’s healthcare costs are greater than that of active employees. This results in an implied
subsidy of retiree’s healthcare costs by the City. In Fiscal Year 2011-12, the City entered into an agreement
with various bargaining groups eliminating the subsidized retiree health care rates for employees hired
under the Tier 2 Plan. Employees hired under the PEPRA Tier Plan are also not eligible for this benefit.
The post employment benefit is a single-employer plan. The plan has not been audited and therefore, there
is no audited benefit plan report available.
Eligibility. Employees are eligible for retiree health benefits if they retire from the City on or after age 50
(unless disabled) and are eligible for PERS pension. The benefits are available only to employees who
retired from the City. The benefits terminate at age 65. Membership of the plan consisted of the following
at June 30, 2016:
Police Fire Miscellaneous Total
Eligible active employees 221 159 609 989
Enrolled eligible retirees 44 17 201 262
The information above does not reflect current retirees that are not yet enrolled in the healthcare plan but
are eligible to enroll in the plan at a later date.
Funding Policy. The City offers an implied subsidy benefit paid from the City’s General Fund. The City’s
contribution is based on pay-as-you-go. Tier 1 retirees pay 100% of their individual (subsidized) premiums.
Tier 2 and PEPRA Tier retirees will pay 100% of the unsubsidized (unblended) health care premiums.
2017-06-06 Agenda Packet Page 381
47
Annual OPEB Cost and Net OPEB Obligation. The City’s annual other post employment benefit
(“OPEB”) cost (expense) is calculated based on the annual required contribution (“ARC”) of the employer,
an amount actuarially determined in accordance with the parameters of GASB Statement No. 45. The ARC
represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year
and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty years.
The following table shows the components of the City’s annual OPEB cost for Fiscal Years 2011-12 through
2015-16, the amount actually contributed to the plan, and changes in the City’s net OPEB obligation for
these benefits.
TABLE NO. 21
ANNUAL OPEB COST AND NET OPEB OBLIGATION
2011-12 2012-13 2013-14 2014-15 2015-16
Annual required contribution $1,803,000 $1,974,000 $2,100,000 $1,920,000 $2,039,000
Interest on net OPEB obligation 151,000 187,000 241,000 295,000 337,000
Adjustment to the annual required contribution (285,000) (460,000) (607,000) (767,000) (912,000)
Net OPEB cost 1,669,000 1,701,000 1,734,000 1,448,000 1,464,000
Contribution made (537,000) (359,000) (392,000) (389,000) (434,000)
Increase in net OPEB liability 1,132,000 1,342,000 1,342,000 1,059,000 1,030,000
Net OPEB liability, beginning of the year 3,553,000 4,685,000 6,027,000 7,369,000 8,428,000
Net OPEB liability, end of year $4,685,000 $6,027,000 $7,369,000 $8,428,000 $9,458,000
____________________________________
Source: City of Chula Vista Comprehensive Annual Financial Report.
The City’s annual OPEB cost and the percentage of annual OPEB cost contributed to the plan for Fiscal
Years 2011-12 through 2015-16, and the net OPEB obligation as of June 30 of each Fiscal Year were as
follows:
TABLE NO. 22
OPEB COSTS AND NET OPEB OBLIGATION
Fiscal
Year
Annual
OPEB Cost
Percentage of
Annual OPEB Cost
Contributed
Net OPEB
Obligation
2011-12 $1,669,000 32% $4,685,000
2012-13 1,701,000 21 6,027,000
2013-14 1,734,000 23 7,369,000
2014-15 1,448,000 27 8,428,000
2015-16 1,464,000 30 9,458,000
____________________________________
Source: City of Chula Vista Comprehensive Annual Financial Report.
Funded Status and Funding Progress. Actuarial valuations of an ongoing plan involve estimates of the
value of reported amounts and assumptions about the probability of occurrence of events far into the future.
Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts
determined regarding the funded status of the plan and the annual required contributions of the employer
are subject to continual revision as actual results are compared with past expectations and new estimates
are made about the future. The schedule of funding progress presents information about whether the
actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities
for the benefits.
2017-06-06 Agenda Packet Page 382
48
TABLE NO. 23
SCHEDULE OF FUNDING PROGRESS (1)
Actuarial
Valuation
Date
June 30
Entry Age
Actuarial
Accrued
Liability
Actuarial
Value of
Assets
Unfunded
AAL
(UAAL)
Funded
Ratio
Covered
Payroll
UAAL as a
Percentage of
Covered
Payroll
2009 $11,885,000 $ - $11,885,000 0.0% $69,087,000 17.2%
2012 13,081,000 - 13,081,000 0.0 62,923,000 20.8
2014 12,877,000 - 12,877,000 0.0 58,224,000 22.1
____________________________________
(1) The next actuarial valuation will be dated June 30, 2016 and is expected to be completed in November 2017.
Source: City of Chula Vista Comprehensive Annual Financial Report.
Actuarial Methods and Assumptions. Projections of benefits for financial reporting purposes are based
on the substantive plan (the plan as understood by the employer and the plan members) and include the
types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs
between employer and plan members to that point. The actuarial methods and assumptions used include
techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and
the actuarial assets, consistent with the long-term perspective of the calculations.
The actuarial cost method used for determining the benefit obligation is the Entry Age Normal Cost Method.
The current actuarial assumptions included a 4.0% discount rate, the inflation rate for HMO’s starts at 7.5%
(the increase in 2016 premiums over 2015) and grades down to 5.0% (2021 premiums over 2020) and
remains at 5.0% into the future. This assumption means healthcare is assumed to increase, on the average,
6.75% a year for HMOs/PPOs Non-Medicare and 6.95% a year for HMOs/PPOs Medicare a year for the
next six years after 2014. The general inflation assumption rate is 3% and is assumed that healthcare will
level off at 1.5% over general inflation. The City’s unfunded actuarial accrued liability is being amortized
as a level percentage of projected payroll over a closed 30 years.
Risk Management
The City is self-insured for the first $500,000 per occurrence for its general liability losses including
personal injury, property damage, errors and omissions, automobile liability and employment practices
liability. For those losses between $500,000 and $2,500,000 per occurrence the City pools its liabilities
through its membership in the San Diego Pooled Insurance Program Authority (“SANDPIPA”). Insurance
for losses in excess of the $2,500,000 up to $47,000,000 is purchased on a group basis by the member cities.
SANDPIPA is a joint powers authority comprised of twelve San Diego County cities. The Board of
Directors consists of one staff representative (and an alternate) from each of the member cities as designated
by the city’s governing body. Each member city has equal representation on the Board of Directors. The
Board of Directors is liable for all actions of SANDPIPA.
The SANDPIPA Board of Directors establishes an Executive Committee that is responsible for the
administration and operation of the risk management programs of SANDPIPA, subject to the control of the
Board. The Executive Committee consists of the Board President, Vice-President, Treasurer and a member
at-large nominated by the Board President and approved by a vote of the Board. The Executive Committee
is responsible for the oversight of all SANDPIPA operations, including preparation and submittal of the
Pool’s annual budget to the Board for its review and approval.
2017-06-06 Agenda Packet Page 383
49
Annual pool premiums and assessments are approved by the Board of Directors and are adjusted annually
based on the member city’s incurred losses; the member’s share of such losses and other expenses as a
proportion of all member’s losses; historical contributions to reserves (including reserves for incurred but
not reported losses); the cost to purchase excess liability insurance and other coverage and a proportionate
share of administrative expenses.
The City is self-insured for the first $1,000,000 per occurrence for workers’ compensation liabilities.
Excess workers’ compensation coverage is obtained through participation in the CSAC Excess Insurance
Authority’s Excess Workers’ Compensation Program. As of June 30, 2016, there were 167 member entities
participating in the program that offers per occurrence coverage up to $5,000,000 through pooled resources
and from $5,000,000 to statutory limits via group purchased excess insurance policies.
Only the probable amounts of loss as estimated by the City’s Risk Manager and Attorney, including an
estimate of incurred-but-not reported losses, have been recorded as liabilities in the financial statements.
There were no reductions in insurance from the prior year and there were no insurance settlements that
exceeded coverage in each of the past three years.
The aggregate change in the balance of claims payable as recorded in the Governmental Activities were as
follows:
Beginning of
Fiscal Year
Liability
Claims and
Changes in
Estimates
Claims
Payments
Balance at
Fiscal
Year End
2011-12 $22,432,093 $3,372,465 $(3,614,694) $22,189,864
2012-13 22,189,864 3,288,127 (4,456,532) 21,021,459
2013-14 21,021,459 5,186,700 (3,846,924) 22,361,235
2014-15 22,361,235 4,470,778 (4,221,708) 22,610,305
2015-16 22,610,305 6,077,047 (6,218,413) 22,468,939
____________________________________
Source: City of Chula Vista Comprehensive Annual Financial Report.
City Investment Policy and Portfolio
The City administers a pooled investment program, except for those funds which are managed separately
by trustees appointed under bond indentures. This program enables the City to combine available cash
from all funds and to invest cash that exceeds current needs. Under the City’s Investment Policy and in
accordance with the Government Code, the City may invest in the following types of investments subject
to certain limitations on maturity and amount:
Bankers’ Acceptances, Negotiable Certificates of Deposits, Commercial Paper, State and Local Agency
Bonds, U.S. Treasury Obligations, U.S. Agency Securities, Repurchase Agreements, Reverse-Purchase
Agreements, Medium-Term Corporate Notes, Time Certificates of Deposits, Money Market Funds, Local
Agency Investment Fund (LAIF) and the Investment Trust of California (CalTrust).
As of March 31, 2017, the book value (unaudited) of the Chief Financial Officer’s investment program
(excluding funds held under bond indentures) was $236,485,733. The diversification of the Chief Financial
Officer’s investment portfolio assets as of such date is shown in the following table.
2017-06-06 Agenda Packet Page 384
50
Type of Investment
% of Combined
Portfolio
Federal Securities 29.6%
Pooled Investments 30.3
Corporate Notes 16.7
Commercial Paper 3.8
Asset Backed Securities 2.3
Cash/Time Deposits 16.4
Unrealized Gain on Fair Market Value 0.6
Accrued Interest 0.3
100.0%
The weighted average maturity of the investment portfolio was 1.91 years. The current yield of the
investment portfolio at March 31, 2017 (at cost) was 1.43%
It has been the City’s general practice to purchase investments and hold them until their maturity. Given
this practice, the City does not expect its rate of return on the investment portfolio to be affected by
fluctuations in the market value of investments.
Outstanding Indebtedness of the City
In addition to the Bonds, the City will have the following outstanding indebtedness as of June 30, 2017,
exclusive of obligations to be paid from specifically pledged revenues, such as revenue bonds, tax allocation
bonds, assessment district, special tax bonds or Section 108 Loans. The City has never defaulted in the
payment of any of its obligations.
The City anticipates the issuance of additional debt during Fiscal Year 2017-18. Such debt is expected to
include $____ million in Clean Renewable Energy Bonds secured by lease payments to be made by the
General Fund, funded with energy cost savings. Lease payments on such obligations in the approximate
annual amount of $_______ for a period of [17 years] are anticipated to be payable beginning in 2018-19.
Original Amount Final
Category of Indebtedness Obligation Outstanding Maturity
(1) 2014 Refunding Certificates of Participation (Police Facility Project) $45,920,000 $41,170,000 2032
(2) 2015 Refunding Certificates of Participation (Civic Center Project) 34,330,000 31,840,000 2034
(3) 2016 Refunding Certificates of Participation (Civic Center Project) 8,600,000 8,600,000 2036
(4) 2016 Lease Revenue Refunding Bonds 25,885,000 24,415,000 2033
(5) Notes Payable 7,052,850 3,805,585 2026
(6) Capital Leases 3,077,211 2,127,598 2031
(7) Capital Leases 1,285,053 1,173,985 2025
(8) Compensated Absences 2,368,027 N/A
__________________________
(1) The City delivered its 2014 Refunding Certificates of Participation to refinance its outstanding
2002 Certificates of Participation, which originally provided funds to construct the City’s Police
Headquarters. Approximately 44.4%, of the annual lease payments will be funded from the PFDIF
(approximately $1,643,000 of a total $3,700,000), subject to the availability of funds.
(2) The City delivered the 2015 Certificates to provide funds to refinance its outstanding 2004
Certificates of Participation and a portion of the 2006 Certificates of Participation. Approximately
$1,230,000 of the approximate $2,920,000 annual lease payments for the 2015 Certificates will be
2017-06-06 Agenda Packet Page 385
51
funded from the PFDIF, subject to the availability of funds and an additional $595,000 will be
funded from residential construction taxes.
(3) The City delivered its 2016 Refunding Certificates of Participation to refinance its outstanding
2006 Certificates of Participation, which originally provided a portion of the funds to construct the
City’s Civic Center. Approximately 77.8%, of the annual lease payments will be funded from the
PFDIF (approximately $220,000 through 2026 and $794,000 beginning in 2027), subject to the
availability of funds.
(4) The City issued the 2016 Lease Refunding Revenue Bonds to provide funds to refinance its
outstanding 2010 Certificates of Participation which originally provided a portion of the funds to
construct the City’s Civic Center and to refinance other outstanding debt. Approximately 71.5%,
of the annual lease payments will be funded from the PFDIF (approximately $1,516,000 of a total
$2,120,000), subject to the availability of funds.
(5) (a) In September, 2007, the City Council authorized the City’s participation in the California
Energy Commission (CEC) and the SDG&E On-Bill Financing program. These loans would bridge
the financial gap between energy conservation project capital costs and the available rebates for
energy conservation equipment. As of June 30, 2015, the outstanding balance is $3,213,211. (b)
In December 2012, the City entered into a lease purchase agreement to purchase energy
conservation equipment relating to the Municipal Street Lighting Retrofit Project. As of June 30,
2017, the outstanding balance will be $2,355,551. Annual payments for these obligations total
approximately $648,000.
(6) (a) In August 2013, the City entered into a lease purchase agreement to purchase energy
conservation equipment relating to the Municipal Solar Project. As of June 30, 2017, the
outstanding balance will be $1,561,416. (b) The City has capitalized leases for the purchase of fire
apparatus and computer equipment. As of June 30, 2017, the outstanding balance of these
obligations will be $566,182. Annual lease payments for these leases total $435,000.
(7) During 2016, the City capitalized leases for the purchase of additional fire apparatus. The annual
lease payments commenced in Fiscal Year 2016-17, and total $152,000.
(8) Represents that portion of compensated absences June 30, 2016 not expected to be paid during the
current year.
Joint Financing Agreement with Respect to the Chula Vista Bayfront
The San Diego Unified Port District (“Port District”) and the City have worked cooperatively for some
years in furtherance of a Chula Vista Bayfront Master Plan to address the development/redevelopment of
the Chula Vista Bayfront located in western Chula Vista along the southern portion of the San Diego Bay,
on land primarily owned by the Port District. The first major planned development would be a 1,450-room
resort hotel and conference center project (“RHCC”). Over 1,500 condominiums are also planned. The
City and the Port District entered into a financing agreement in May 2012 (the “2012 Financing
Agreement”) to address resources to be committed by the City and the Port District to address the expected
difference between the developer investment and the costs of the project, which includes the conference
center and substantial public infrastructure expense (“Public Facilities”). Taken together, the Public
Facilities may cost over $200 million. Under the 2012 Financing Agreement, the City committed to use
certain new revenue to be generated by the RHCC from a variety of sources including TOT applicable to
the RHCC, net of expected operation and maintenance costs associated with the RHCC project. The Port
District also committed certain revenues under the 2012 Financing Agreement.
In 2015, the Port District identified a potential developer for the RHCC project, RIDA Development
Corporation (“RIDA”). The City, the Port District and RIDA have been in discussions to see if an agreement
2017-06-06 Agenda Packet Page 386
52
acceptable to all parties can be finalized. Based on these discussions, an amendment to the 2012 Financing
Agreement will be required. The City Council voted in November 2016 to amend the 2012 Financing
Agreement, in which it committed to use current TOT generated from the existing RV park as well as an
amount equivalent to the funds currently received from the Port District to reimburse the City for the cost
of providing municipal public services in the tidelands. There are additional commitments of funds required
by the Port District, however, as of this date, the governing board of the Port District has not voted to make
any commitments to the RHCC project beyond the 2012 Financing Agreement. The Port District and the
City are also expected to finance or otherwise provide for the cost of the Public Facilities as a condition of
constructing and operating the RHCC project.
If an agreement with RHCC is entered into, an entity such as a joint powers authority to be created by the
City and the Port District will likely issue bonds to fund the construction of the Public Facilities which will
be secured by the City’s and Port District’s contribution of the new revenue streams as well as some existing
revenues that the Port District and the City may contribute. The security for the payment may take the form
of a lease agreement payable from the City’s General Fund but calling for annual payments in amounts not
greater than the amounts generated with respect to specific, identified revenue streams. Under the 2012
Financing Agreement, the City’s contribution would not exceed the new revenue generated – that is, there
would be no General Fund backfill if the revenues are less than projections. However, based on the
amendment approved in November 2016, in addition to the new revenues, the City agreed to make an
annual commitment of existing General Fund revenues of up to $1,200,000 (2016 dollars projected to
increase 3% in future years), to support the RHCC project. Additionally, if a project is constructed, there
will be additional General Fund costs for services, such as police and fire, for the Bayfront area that may
be offset from General Fund revenue sources generated by other future projects within the Bayfront area.
Taken as a whole, the Bayfront project and the City’s financial commitment would be material to the
General Fund of the City. Negotiations among the parties are ongoing and are subject to numerous legal
and practical impediments and conditions, and there can be no assurance that any transaction will be entered
into or performed, if entered into. Likewise, it is possible that any transaction may involve different terms
from those outlined above, but, currently, the City does not anticipate approving an agreement with greater
risk to obligations funded from the General Fund of the City than as described above.
USOC Training Facility
As described under the heading “CITY OF CHULA VISTA - Community Facilities and Services,” the City
and USOC have executed an agreement pursuant to which the USOC had deeded the USOC training facility
to the City, and the City will operate it, while providing for its continued use for portions of the year for
U.S. Olympic athletes. The City has contracted with a third party to operate the facility and does not expect
to commit any significant amount of City funds to the operation.
Estimated Direct and Overlapping Debt
Set forth below is a direct and overlapping debt report (the “Debt Report”) prepared by California Municipal
Statistics, Inc. as of June 30, 2016. The Debt Report is included for general information purposes only and
the City makes no representation as to its completeness or accuracy. Any inquiries concerning the scope
and methodology of procedures carried out to compile the information presented should be directed to
California Municipal Statistics, Inc.
The Debt Report generally includes long-term obligations sold in the public credit markets by public
agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term
obligations are not payable from the City’s General Fund nor are they necessarily obligations secured by
property within the City. In many cases, long-term obligations issued by a public agency are payable only
from the general fund or other revenues of such public agency.
2017-06-06 Agenda Packet Page 387
53
TABLE NO. 24
CITY OF CHULA VISTA
DIRECT AND OVERLAPPING DEBT
AS OF JUNE 30, 2016
2015-16 Assessed Valuation: $24,455,998,641
Total Debt City’s Share of
6/30/16 % Applicable (1) Debt 6/30/16
OVERLAPPING TAX AND ASSESSMENT DEBT:
Metropolitan Water District $ 92,865,000 0.996% $ 924,935
Otay Municipal Water District, I.D. No. 27 4,580,000 99.995 4,579,771
Southwestern Community College District 336,243,676 51.547 173,323,528
Sweetwater Union High School District 398,811,637 61.601 245,671,957
Chula Vista City School District 52,885,000 81.179 46,078,460
Chula Vista City School District Schools Facilities Improvement Dist 1 40,640,000 77.874 31,655,781
National School District 18,000,000 3.926 706,680
City of Chula Vista Community Facilities Districts 137,605,000 100. 137,605,000
Sweetwater Union High School District Community Facilities Districts 124,594,206 15.812-100. 117,125,675
City of Chula Vista 1915 Act Bonds 6,235,000 100. 6,235,000
California Statewide Communities Development Authority 1915 Act Bonds 499,496 100. 499,496
TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $ 764,406,283 (3)
DIRECT AND OVERLAPPING GENERAL FUND DEBT:
San Diego County General Fund Obligations $307,830,000 5.526% $ 17,010,686
San Diego County Pension Obligation Bonds 649,860,000 5.526 35,911,264
San Diego County Superintendent of Schools Obligations 13,295,000 5.526 734,682
Southwestern Community College District Certificates of Participation 980,000 51.547 505,161
Sweetwater Union High School District General Fund Obligations 41,850,000 61.601 25,780,019
Chula Vista City School District Certificates of Participation 165,785,000 87.179 144,529,705
City of Chula Vista Certificates of Participation 102,440,000 100% 102,440,000
TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT $ 326,911,517
OVERLAPPING TAX INCREMENT DEBT (Successor Agency): $ 37,465,000 99.099-100.% $ 37,280,746
TOTAL DIRECT DEBT $ 102,440,000
TOTAL OVERLAPPING DEBT $1,026,158,546
COMBINED TOTAL DEBT $1,128,598,546 (2)
(1) The percentage of the overlapping debt applicable to the city is estimated using taxable assessed property value. Applicable percentages were
estimated by determining the portion of the overlapping district's assessed value that is within the boundaries of the city divided by the district's
total taxable assessed value.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Qualified Zone
Academy Bonds are included based on principal due at maturity.
(3) Since June 30, 2016, Southwestern Community College and the Sweetwater Union High School District have each issued refunding bonds.
The School Facilities Improvement District No. 1 of the Chula Vista Elementary School District has issued an additional $45 million of
general obligation bonds for new projects and the National School District has issued $8.1 million of general obligation bonds for new projects.
Ratios to 2015-16 Assessed Valuation:
Total Overlapping Tax and Assessment Debt……………………………………3.13%
Total Direct Debt ($102,440,000)………………...…….…………….….….….0.42%
Combined Total Debt…………....…..…...………………………………………4.61%
Ratios to Redevelopment Successor Agency Incremental Valuation ($1,326,278,438):
Total Overlapping Tax Increment Debt……………………………….…………2.81%
____________________________________
Source: California Municipal Statistics, Inc.
Financial Statements
The City’s accounting policies conform to generally accepted accounting principles and reporting standards
set forth by the State Controller. The audited financial statements also conform to the principles and
standards for public financial reporting established by the National Council of Government Accounting and
the Governmental Accounting Standards Board.
2017-06-06 Agenda Packet Page 388
54
Basis of Accounting and Financial Statement Presentation. The government-wide financial statements
are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are
recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are
recognized as revenues in the year for which they are levied. Grants and similar items are recognized as
revenue as soon as all eligibility requirements imposed by the provider have been met.
Governmental fund financial statements are reported using the modified accrual basis of accounting.
Revenues are recognized as soon as they are both measurable and available. Revenues are considered to
be available when they are collectible within the current period or soon enough thereafter to pay liabilities
of the current period. Expenditures generally are recorded when a liability is incurred, as under accrual
accounting. However, debt service expenditures are recorded only when payment is due.
The City retained the firm of Lance, Soll & Lunghard, LLP, Certified Public Accountants, Brea, California,
to examine the general purpose financial statements of the City as of and for the year ended June 30, 2016.
The following tables summarize the audited Balance Sheet and Statement of Revenues, Expenditures and
Changes in Fund Balance of the City’s General Fund for the last five fiscal years.
See “APPENDIX B” hereto for the audited financial statements for the Fiscal Year ended June 30, 2016.
The City has not requested, and the auditor has not provided, any review or update of such statements in
connection with their inclusion in this Official Statement.
GASB Statement No. 54. The City was required to implement Governmental Accounting Standards Board
(“GASB”) Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definition, for the
Fiscal Year ending June 30, 2011. GASB Statement No. 54 establishes fund balance classifications that
comprise a hierarchy based primarily on the extent to which a government is bound to observe constraints
imposed upon the use of the resources reported in governmental funds.
The initial distinction that is made in reporting fund balance information is identifying amounts that are
considered nonspendable, such as fund balance associated with inventories. GASB Statement No. 54 also
provides for additional classification as “restricted,” “committed,” “assigned,” and “unassigned” based on
the relative strength of the constraints that control how specific amounts can be spent.
GASB Statements No. 68 and 71. Reporting obligations under GASB Statement No. 68 - Accounting and
Financial Reporting for Pensions - an amendment of GASB Statement No. 27 (“GASB No. 68”), and GASB
Statement No. 71 - Pension Transitions for Contributions Made Subsequent to the Measurement Date - an
amendment of GASB No. 68, commenced with financial statements for Fiscal Year 2014-15. Under GASB
No. 68, an employer reports the net pension liability, pension expense and deferred outflows/deferred
inflows of related to pensions in its financial statements as part of its financial position. The result of the
implementation of these standards was to decrease the governmental activities net position at July 1, 2014
by $214.4 million and to decrease the business-type activities net position at July 1, 2014 by $28.7 million.
The audited financial statements of the City for the Fiscal Year ended June 30, 2016 included in “APPENDIX
B” contain additional information about the retirement liability and the application of GASB No. 68.
See Notes 1 and 16 in the City’s audited financial statements attached in “APPENDIX B” for a discussion
of additional accounting changes and prior period adjustments.
Set forth in Table No. 25 below is the General Fund balance sheet for the last five fiscal years and Table
No. 26 below presents a five year history of General Fund revenues, expenditures and changes in fund
balances.
2017-06-06 Agenda Packet Page 389
55
TABLE NO. 25
CITY OF CHULA VISTA
GENERAL FUND
BALANCE SHEET
2012 2013 2014 2015 2016
Assets:
Pooled cash and investments $17,403,991 $24,347,238 $20,276,201 $20,402,711 $16,094,309
Receivables:
Accounts 2,397,608 1,673,960 792,147 2,066,125 2,631,053
Taxes 9,560,463 7,911,510 7,378,291 8,030,250 12,995,472
Accrued interest 26,988 25,816 27,374 - -
Deferred loans 92,874 79,182 65,454 65,454 62,884
Allowance for uncollectible loans --- (65,454) (62,884)
Other 34,641 --- -
Prepaid costs --- 32,906 38,788
Due from other governments 505,049 188,542 844,196 275,123 614,891
Due from other funds 3,006,662 4,073,822 2,937,494 4,096,758 3,832,041
Due from Successor Agency 10,207,797 9,002,419 9,297,040 - -
Due from agency fund - 94,016 -- -
Advances to other funds 1,581,814 1,621,446 1,661,076 1,496,657 1,488,267
Inventories and prepaid costs 49,595 104,344 61,805 - -
Restricted Assets:
Cash and investments with fiscal agents - - - 1,274,067 -
Due from Successor Agency of Chula Vista RDA - - - 9,591,661 9,885,147
Total Assets $44,867,482 $49,122,295 $43,341,078 $47,266,258 $47,579,968
Liabilities, Deferred Inflows of Resources,
and Fund Balances:
Liabilities:
Accounts payable $ 5,549,046 $ 2,027,105 $ 6,712,402 $ 1,744,436 $ 2,315,153
Accrued liabilities - 4,127,118 - 5,492,633 3,193,649
Retention payable - 212,667 -- 1,089
Settlement payable - 8,000,000 -- -
Pass-through payable --- 8,229 -
Deferred revenue 11,279,378 6,786,230 - - -
Total Liabilities 16,828,424 21,153,120 6,712,402 7,245,298 5,509,891
DEFERRED INFLOWS OF RESOURCES:
Unavailable revenues - - 3,669,767 3,898,935 4,677,420
Total Deferred inflows of resources - - 3,669,767 3,898,935 4,677,420
Continued on next page.
2017-06-06 Agenda Packet Page 390
56
TABLE NO. 25
CITY OF CHULA VISTA
GENERAL FUND
BALANCE SHEET
Continued from previous page.
2012 2013 2014 2015 2016
Fund Balances (1):
Nonspendable:
Prepaid costs $ - $ - $ 61,805 $ 32,906 $ 38,788
Notes and loans -- 5,854,271 5,889,439 -
Due from Successor Agency of Chula Vista RDA ---- 5,834,630
Advances to other funds -- 1,508,736 1,496,657 1,488,267
Committed to:
Capital projects - - 1,839,650 3,226,070 2,072,436
Economic contingency 3,600,000 3,600,000 3,600,000
San Diego Authority for Freeway Emergency -- 695,951 695,951 664,659
Legal counsel -- 80,000 80,000 46,050
Assigned to:
General government - - 535,776 916,473 1,677,574
Public safety - - 1,106,960 939,669 1,181,062
Parks and recreation - - 152,853 116,375 170,661
Public works - - 101,975 122,650 836,035
Library - - 41 5,000 185
Public liability - - - 2,587,957 1,909,942
Nonspendable (2) 8,799,026 7,481,079 -- -
Restricted (2) - 750,951 -- -
Committed (2) 4,375,207 2,298,088 -- -
Assigned (2) 2,895,545 6,648,922 -- -
Unassigned (2) 11,969,280 10,790,135 14,511,252 16,412,878 17,872,368
Total Fund Balances $28,039,058 $27,969,175 $32,958,909 $36,122,025 $37,392,657
Total liabilities, Deferred Inflows of
Resources, and Fund Balances $44,867,482 $49,122,295 $43,341,078 $47,266,258 $47,579,968
____________________________________
(1) See “GASB Statement No 54” above.
(2) Change in financial statement presentation in 2014 to show individual components of the fund balance
commitments and designations.
Source: City of Chula Vista Comprehensive Annual Financial Reports.
2017-06-06 Agenda Packet Page 391
57
TABLE NO. 26
CITY OF CHULA VISTA
GENERAL FUND
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES
2012 2013 2014 2015 2016
Revenues:
Taxes $ 85,167,221 (2)$ 75,841,123 (1)$105,718,638 $100,738,431 $107,731,873
Intergovernmental 2,029,529 19,542,065 (1)2,477,213 1,933,114 2,530,464
Licenses and permits 1,222,769 1,395,519 1,315,445 1,281,656 1,301,243
Charges for services 7,794,981 8,357,509 9,257,946 9,430,097 9,264,462
Fines and forfeitures 1,355,769 1,002,946 1,009,736 1,638,251 1,249,457
Use of money and property 2,916,631 2,201,490 2,522,893 2,832,039 2,879,878
Miscellaneous 11,587,469 13,023,676 11,580,545 12,811,856 11,988,931
Total Revenues 112,074,369 121,364,328 133,882,416 130,665,444 136,946,308
Expenditures:
Current:
General government 19,615,371 22,742,279 20,586,160 23,305,483 24,518,792
Public safety 64,440,238 66,359,410 68,776,426 72,509,678 76,138,983
Public works 25,219,618 26,014,418 27,092,607 27,822,644 28,139,011
Parks and recreation 3,244,286 3,362,558 3,588,693 3,746,349 4,057,799
Library 3,435,325 3,182,483 3,336,380 3,527,038 3,689,475
Capital outlay 280,627 1,172,734 849,234 1,081,105 2,235,590
Total Expenditures 116,235,465 122,833,882 124,229,500 131,992,297 138,779,650
Excess (Deficiency) of Revenues
Over (Under) Expenditures (4,161,096) (1,469,554) 9,652,916 (1,326,853) (1,833,342)
Other Financing Sources (Uses):
Transfers in 9,850,345 9,661,447 9,571,300 9,994,525 9,036,494
Transfers out (13,390,590) (4,910,795) (14,234,482) (6,082,780) (6,335,351)
Capital leases - - - 578,224 377,487
Total Other Financing Sources (Uses): (3,540,245) 4,750,652 (4,663,182) 4,489,969 3,078,630
Net Change in Fund Balances (7,701,341) 3,281,098 4,989,734 3,163,116 1,245,288
Fund Balances, Beginning of Year, as
previously reported 35,740,399 24,688,077 27,969,175 32,958,909 36,122,025
Restatements - - - - 25,344
Fund Balances, Beginning of Year, as restated 35,740,399 24,688,077 27,969,175 32,958,909 36,147,369
Fund Balances, End of Year $ 28,039,058 $ 27,969,175 $ 32,958,909 $ 36,122,025 $ 37,392,657
____________________________________
(1) The City reflected the Property Taxes In-Lieu of Motor Vehicle Fees in “Intergovernmental Revenues” in Fiscal
Year 2012-13, and in all other years in “Taxes.” See “Local Taxes” and “Motor Vehicle License Fees” above.
(2) Includes one-time recognition of $10.5 million in deferred UUT revenue. See “Local Taxes” above and
corresponding $8.0 million required transfer out of the General Fund.
Source: City of Chula Vista Comprehensive Annual Financial Reports.
2017-06-06 Agenda Packet Page 392
58
RISK FACTORS
The purchase of the Bonds involves investment risk. If a risk factor materializes to a sufficient degree, it
could delay or prevent payment of principal of and/or interest on the Bonds. Such risk factors include, but
are not limited to, the following matters and should be considered, along with other information in this
Official Statement, by potential investors.
The Base Rental Payments
Base Rental Payments are Limited Obligations of the City. The Base Rental Payments and other
payments due under the Lease Agreement (including a proportionate share of the costs of improvement,
repair and maintenance of the Leased Property and taxes, other governmental charges and assessments
levied against the Leased Property) are not secured by any pledge of taxes or other revenues of the City but
are payable from yearly appropriations of any funds lawfully available to the City. In the event the City’s
revenue sources are less than its total obligations, the City could choose to fund other services before paying
Base Rental Payments and other payments due under the Lease Agreement. The same result could occur
if, because of State Constitutional limits on expenditures, the City is not permitted to appropriate and spend
all of its available revenues (see “Constitutional Limitation on Taxes and Expenditures” below). To the
extent these types of events or other events adversely affecting the funds available to the City occur in any
year, the funds available to pay Base Rental Payments may be decreased.
The City has the capacity to enter into other obligations which may constitute additional charges against its
revenues. To the extent that additional obligations are incurred by the City, the funds available to the City
to pay Base Rental Payments may be decreased (see “FINANCIAL INFORMATION - Outstanding
Indebtedness of the City” and “- Joint Financing Agreement with Respect to the Chula Vista Bayfront”
herein).
Abatement. Except to the extent that amounts are available (i) in the Base Rental Payment Fund under the
Indenture, (ii) from proceeds of rental interruption insurance, or (iii) as payments due from third parties due
to a delay in reconstructing the Leased Property, the amount of Base Rental Payments and Additional
Payments , as defined in “APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,” shall be abated
during any period in which by reason of damage, destruction or taking by eminent domain or condemnation
of the Leased Property or defects in the title with respect to the Leased Property there is substantial
interference with the use and possession of all or a portion of the Leased Property by the City. The amount
of such abatement shall be such that the resulting Base Rental Payments, exclusive of the amounts described
above, do not exceed the fair rental value (as determined by the City and the Authority in a written certificate
to the Trustee) for the use and possession of the portion of the Leased Property not damaged, destroyed,
interfered with or taken. Such abatement shall continue for the period commencing with such damage,
destruction, interference or taking and ending with the substantial completion of the replacement or work
of repair or the removal of the title defect causing such interference with use. The Lease Agreement shall
continue in full force and effect following an event of abatement and the City waives any right to terminate
the Lease Agreement by virtue of an abatement event.
In the event that such funds are insufficient to make all payments due on the Bonds during the period that
the Leased Property, or portion thereof, is being restored, then all or a portion of such payments may not be
made and no remedy is available to the Trustee or the Owners under the Lease Agreement or Indenture for
nonpayment under such circumstances. Failure to pay principal, premium, if any, or interest with respect
to the Bonds as a result of abatement of the City’s obligation to make Base Rental Payments under the
Lease Agreement is not an event of default under the Indenture or the Lease Agreement. In the event that
Base Rental Payments are abated due to damage caused by earthquake or flood, such abatement may
continue indefinitely since the Lease Agreement does not require earthquake or flood insurance, and the
City cannot be compelled to repair or replace the damaged Leased Property or to redeem the Bonds but will
covenant in the Indenture to repair or replace the Leased Property from other lawfully available funds to
the extent that the Net Insurance Proceeds are insufficient. See “APPENDIX A - SUMMARY OF PRINCIPAL
2017-06-06 Agenda Packet Page 393
59
LEGAL DOCUMENTS - LEASE AGREEMENT - RENTAL PAYMENTS - Rental Abatement” and “-
INDENTURE - SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS - Application of Net Insurance
Proceeds.”
Notwithstanding the provisions of the Lease Agreement and the Indenture specifying the extent of
abatement of Base Rental Payments and the application of other funds in the event of the City’s failure to
have use and occupancy of the Leased Property, such provisions may be superseded by operation of law,
and, in such event, the resulting Base Rental Payments of the City may not be sufficient to pay all of the
remaining principal and interest represented by the Bonds.
Insurance. The Lease Agreement obligates the City to obtain and keep in force various forms of insurance
to assure repair or replacement of the Leased Property in the event of damage or destruction to or title defect
affecting the Leased Property and to maintain rental interruption insurance in an amount equal to maximum
annual Base Rental Payments in any 24 month period (see “APPENDIX A - SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS - LEASE AGREEMENT - INSURANCE” herein). The Lease Agreement does not
require earthquake or flood insurance. See “Natural Hazards” below. The City makes no representation as
to the ability of any insurer to fulfill its obligations under any insurance policy provided for in the Lease
Agreement. In addition, certain risks may not be covered by such property insurance (see “SOURCES OF
PAYMENT FOR THE BONDS - Insurance Relating to the Property” herein).
In the event the Leased Property is partially or completely damaged or destroyed due to any uninsured or
underinsured event, it is likely that Base Rental Payments will be partially or completely abated. Further,
with respect to an insured event, if any Leased Property so damaged or destroyed is not repaired or replaced
within the period during which the proceeds of rental interruption insurance are available, abatement could
prevent the City from timely paying Base Rental Payments and the Authority from paying the principal of
and interest on the Bonds when due. The rental interruption insurance will only be payable following an
insured loss and in the event of an uninsured loss such as earthquake or flood, no amounts will be available
under the rental interruption insurance policy.
Discovery of a Hazardous Substance That Would Limit the Beneficial Use of the Leased Property. In
general, the owners and lessees of a parcel may be required by law to remedy conditions of the property
relating to releases or threatened releases of hazardous substances. The federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980 sometimes referred to as CERCLA or
the Superfund Act, is the most well-known and widely applicable of these laws but California laws with
regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or
lessee) is obligated to remedy a hazardous substance condition of property whether or not the owner (or
lessee) had any involvement in creating or handling the hazardous substance. The effect, therefore, should
the Leased Property be affected by a hazardous substance, might be to limit the beneficial use of the Leased
Property upon discovery and during remediation. The City is not aware of any such condition on the Leased
Property.
Natural Hazards
Seismic Considerations. According to the Public Safety Element of the City’s General Plan, the City is
located in a seismically active region and could be impacted by a major earthquake originating from the
numerous faults in the area. Traces of the potentially active La Nacion fault zone are known to cross the
City in a generally north-south direction within the central portion of the City. The nearest active faults are
the Rose Canyon fault, located approximately 14 miles northwest of the City, and the Coronado Bank fault,
located approximately 30 miles from the City. Other active faults in the region are located more than 60
miles from the City. Seismic hazards encompass potential surface rupture, ground shaking, liquefaction
and landslides.
2017-06-06 Agenda Packet Page 394
60
Strong vibrations due to earthquakes can cause liquefaction of certain soil types. Areas of the City in close
proximity to San Diego Bay and the Sweetwater and Otay River Valley have shallow groundwater tables
and poorly consolidated granular sediments potentially subject to seismically-induced liquefaction. A
portion of the City is also subject to landslides in the event of an earthquake.
A major earthquake could cause widespread destruction and significant loss of life in a populated area such
as the City. If an earthquake were to substantially damage or destroy taxable property within the City, a
reduction in taxable values of property in the City and a reduction in revenues available to the General Fund
to make Base Rental Payments would be likely to occur. Seismic activity may also reduce or eliminate the
use and occupancy of the Leased Property by the City. The City carries no earthquake insurance on City
facilities, including the Leased Property.
Flooding and Tsunamis. Portions of the City are located in a 100-year flood plain. Portions of the City
are also located along the Pacific Ocean and the City could be subject to impacts from tsunamis in the event
of an earthquake occurring off-shore. If either a flood or a tsunami were to substantially damage or destroy
taxable property within the City, a reduction in taxable values of property in the City and a reduction in
revenues available to the General Fund to make Base Rental Payments would be likely to occur.
There is no assurance that, in the event of a natural disaster, sufficient City reserves or Federal Emergency
Management Agency assistance would be available for the repair or replacement of the Leased Property.
State Budget
The following information concerning the State’s budgets has been obtained from publicly available
information which the City, the Municipal Advisor and the Underwriter believe to be reliable; however,
neither the City, the Municipal Advisor nor the Underwriter guarantees the accuracy or completeness of
this information and has not independently verified such information. Furthermore, it should not be
inferred from the inclusion of this information in this Official Statement that the principal of or interest on
the Bonds is payable by or the responsibility of the State of California.
State Budget. Information about the State budget is regularly available at various State-maintained
websites. Text of proposed and adopted budgets may be found at the website of the Department of Finance,
www.dof.ca.gov, under the heading “California Budget.” An impartial analysis of the budget is posted by
the Office of the Legislative Analyst at www.lao.ca.gov. In addition, various State of California official
statements, many of which contain a summary of the current and past State budgets and the impact of those
budgets on cities in the State, may be found at the website of the State Treasurer, www.treasurer.ca.gov.
The information referred to is prepared by the respective State agency maintaining each website and not by
the City, and the City can take no responsibility for the continued accuracy of these internet addresses or
for the accuracy, completeness or timeliness of information posted there, and such information is not
incorporated herein by these references.
According to the State Constitution, the Governor of the State (the “Governor”) is required to propose a
budget to the State Legislature (the “Legislature”) by no later than January 10 of each year, and a final
budget must be adopted by the vote of each house of the Legislature no later than June 15, although this
deadline has been routinely breached in the past. The State budget becomes law upon the signature of the
Governor, who may veto specific items of expenditure.
Prior to Fiscal Year 2010-11, the State budget had to be adopted by a two-thirds vote of each house of the
Legislature. However, in November 2010, the voters of the State passed Proposition 25, which reduced the
vote required to adopt a budget to a majority vote of each house and which provided that there would be no
appropriation from the current budget or future budget to pay any salary or reimbursement for travel or
living expenses for members of the Legislature for the period during which the budget was presented late
to the Governor.
2017-06-06 Agenda Packet Page 395
61
Potential Impact of State of California Financial Condition on the City. During the most recent
recession, the State faced a structural deficit that resulted in substantial annual deficits and reductions in
expenditures. Although the State has had a budget surplus in the more recent fiscal years, according to the
State there remain a number of major risks and pressures that threaten the State’s financial condition,
including the threat of recession, potential changes to federal fiscal policies and unfunded long-term
liabilities of more than $200 billion. These risks and financial pressures could result in future reductions
or deferrals in amounts payable to the City. The State’s financial condition and budget policies affect local
public agencies throughout California. To the extent that the State budget process results in reduced
revenues to the City, the City will be required to make adjustments to its budget. State budget policies can
also impact conditions in the local economy and could have an adverse effect on the local economy and the
City’s major revenue sources.
No prediction can be made by the City as to whether the State will encounter budgetary problems in future
fiscal years, and if it were to do so, it is not clear what measures would be taken by the State to balance its
budget, as required by law. In addition, the City cannot predict the final outcome of future State budget
negotiations, the impact that such budgets will have on City finances and operations or what actions will
be taken in the future by the Legislature and the Governor to deal with changing State revenues and
expenditures. There can be no assurance that actions taken by the State to address its financial condition
will not materially adversely affect the financial condition of the City. Current and future State budgets
will be affected by national and State economic conditions and other factors over which the City has no
control.
State Legislative Shifts of Property Tax Allocation. From time to time, the State has realigned certain
property tax revenue to deal with its budget problems. Since 1992-93, the State has required that local
agencies including cities remit a portion of property taxes received to augment school funding. These funds
are deposited in each county’s Education Revenue Augmentation Fund (“ERAF”). These property taxes
(approximately 17.5%) are permanently excluded from the City’s property tax revenues.
On July 24, 2009, the California legislature approved amendments to the 2009-10 Budget to close its
anticipated $26.3 billion budget shortfall. The approved amendments included borrowing from local
governments by withholding of the equivalent of 8% of Fiscal Year 2008-09 property related tax revenues
from cities’ and counties’ property tax collections under provisions of Proposition 1A (approved by the
voters in 2004), which the State was required to repay with interest within three years. The first (and to
date, only) shift occurred in Fiscal Year 2009-10. The City’s share of the withholding was $4,488,610.
Fiscal Year 2012-13 was the first year that another shift was allowable, but the State has not implemented
another borrowing yet.
In addition, certain other provisions in the State budget have resulted in a realignment of property tax
revenues:
On March 2, 2004, voters approved a bond initiative formally known as the “California Economic Recovery
Act.” This act authorized the issuance of $15 billion in bonds to finance the Fiscal Year 2002-03 and Fiscal
Year 2003-04 State budget deficits, which would be payable from a fund to be established by the redirection
of tax revenues through the “Triple Flip.” Under the “Triple Flip,” one-quarter of local governments’ 1%
share of the sales tax imposed on taxable transactions within their jurisdiction will be redirected to the State.
In an effort to eliminate the adverse impact of the sales tax revenue redirection on local government, the
legislation provides for property taxes in the ERAF to be redirected to local government. Because the
ERAF moneys were previously earmarked for schools, the legislation provides for schools to receive other
state general fund revenues. The swap of sales taxes for property taxes terminated once the deficit financing
bonds were repaid in September 2015. The City treated the Triple Flip property tax revenue as sales tax in
its financial statements.
2017-06-06 Agenda Packet Page 396
62
The City also received a portion of Department of Motor Vehicles license fees (“VLF”) collected statewide.
Several years ago, the State-wide VLF was reduced by approximately two-thirds. However, the State
continued to remit to cities and counties the same amount that those local agencies would have received if
the VLF had not been reduced, known as the “VLF backfill.” The State VLF backfill was phased out and
as of 2011-12 all of the VLF is now received through an in lieu payment from State property tax revenues.
Limited Recourse on Default; No Acceleration
If an event of default occurs and is continuing under the Lease Agreement, there is no remedy of
acceleration of any Base Rental Payments which have not come due and payable in accordance with the
Lease Agreement. The City will continue to be liable for Base Rental Payments as they become due and
payable in accordance with the Lease Agreement if the Trustee does not terminate the Lease Agreement,
and the Trustee would be required to seek a separate judgment each year for that year’s defaulted Base
Rental Payments. Any such suit for money damages would be subject to limitations on legal remedies
against cities in California, including a limitation on enforcement of judgments against funds or property
needed to serve the public welfare and interest. In addition, the enforcement of any remedies provided in
the Lease Agreement and the Indenture could prove both expensive and time-consuming.
The Lease Agreement permits the Trustee to take possession of and re-lease the Leased Property in the
event of a default by the City under the Lease Agreement. Even if the Trustee could readily re-lease the
Leased Property, the rents may not be sufficient to enable it to pay principal and interest on the Bonds in
full when due. Any such re-leasing of the Leased Property would be subject to existing encumbrances
thereon. See “THE LEASED PROPERTY” herein.
Enforcement of Remedies
The enforcement of any remedies provided in the Lease Agreement and the Indenture could prove both
expensive and time consuming. The rights and remedies provided in the Lease Agreement and the
Indenture may be limited by and are subject to the limitations on legal remedies against cities, including
State constitutional limits on expenditures, and limitations on the enforcement of judgments against funds
needed to serve the public welfare and interest; by federal bankruptcy laws, as now or hereafter enacted;
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the
enforcement of creditors’ rights generally, now or hereafter in effect (see “Bankruptcy” below); equity
principles which may limit the specific enforcement under State law of certain remedies; the exercise by
the United States of America of the powers delegated to it by the Constitution; the reasonable and necessary
exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and
its governmental bodies in the interest of serving a significant and legitimate public purpose; and the
limitations on remedies against municipal entities in the State. Bankruptcy proceedings or the exercise of
powers by the federal or State government, if initiated, could subject the Owners of the Bonds to judicial
discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks
of delay, limitation or modification of their rights.
The legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s
legal opinion) will be qualified as to the enforceability of the Bonds, the Indenture, the Site Lease, the Lease
Agreement, the Assignment Agreement and other related documents, by bankruptcy, insolvency,
reorganization, moratorium, arrangement, fraudulent conveyance and other laws relating to or affecting
creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in
appropriate cases, and to the limitation on legal remedies against public agencies in the State. See
“Bankruptcy” below.
2017-06-06 Agenda Packet Page 397
63
Bankruptcy
In addition to the limitations on remedies contained in the Indenture and the Lease Agreement, the rights
and remedies in the Lease Agreement may be limited and are subject to the provisions of federal bankruptcy
laws, as now or hereafter enacted, and to other laws or equitable principles that may affect the enforcement
of creditors’ rights.
Under Chapter 9 of the Bankruptcy Code (Title 11, United States Code) (the “Bankruptcy Code”), which
governs bankruptcy proceedings of public entities such as the City, no involuntary bankruptcy petition may
be filed against a public entity. However, upon satisfaction of certain prerequisite conditions, a voluntary
bankruptcy petition may be filed by the City. The filing of a bankruptcy petition results in a stay against
enforcement of certain remedies under agreements to which the bankrupt entity is a party. A bankruptcy
filing by the City could thus limit remedies under the Lease Agreement. A bankruptcy debtor may choose
to assume or reject executory contracts and leases, such as the Lease Agreement. However, a debtor may
not assume or reject executory contracts to loan money or to make a financial accommodation, such as the
Indenture. In the event of rejection of a lease by debtor lessee, the leased property is returned to the lessor
and the lessor has a claim for a limited amount of the resulting damages.
Under the Indenture, the Trustee holds a security interest in the revenues in the funds pledged thereunder,
including Base Rental Payments, for the benefit of the Owners of the Bonds, but such security interest arises
only when the Base Rental Payments are actually received by the Trustee following payment by the City.
The Leased Property itself is not subject to a security interest, mortgage or any other lien in favor of the
Trustee for the benefit of the Owners of the Bonds. In the event of a bankruptcy filed by the City and the
subsequent rejection of the Lease Agreement by the City, the Trustee would recover possession of the
Leased Property and would have a claim for damages against the City. The Trustee’s claim would constitute
a secured claim only to the extent of revenues in the possession of the Trustee; the balance of such claim
would be unsecured.
Such a bankruptcy could adversely affect the payments under the Indenture. Among the adverse effects
might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is
granted, would prevent collection of payments from the City or the commencement of any judicial or other
action for the purpose of recovering or collecting a claim against the City and could prevent the Trustee
from making payments from funds in its possession; (ii) the avoidance of preferential transfers occurring
during the relevant period prior to the filing of a bankruptcy petition; (iii) the existence of unsecured or
secured debt which may have priority of payment superior to that of the Owners of the Bonds; and (iv) the
possibility of the adoption of a plan (the “Plan of Adjustment”) for the adjustment of the City’s debt without
the consent of the Trustee or all of the Owners of the Bonds, which Plan of Adjustment may restructure,
delay, compromise or reduce the amount of any claim of the Owners of the Bonds if the Bankruptcy Court
finds that the Plan of Adjustment is fair and equitable and in the best interests of creditors.
In a bankruptcy of the City, if a material unpaid liability is owed to CalPERS or any other pension system
(collectively the “Pension Systems”) on the filing date, or accrues thereafter, such circumstances could
create additional uncertainty as to the City’s ability to make Base Rental Payments. Given that municipal
pension systems in California are usually administered pursuant to state constitutional provisions and, as
applicable, other state and/or city law, the Pension Systems may take the position, among other possible
arguments, that their claims enjoy a higher priority than all other claims, that Pension Systems have the
right to enforce payment by injunction or other proceedings outside of a City bankruptcy case, and that
Pension System claims cannot be the subject of adjustment or other impairment under the Bankruptcy Code
because that would purportedly constitute a violation of state statutory, constitutional and/or municipal law.
It is uncertain how a bankruptcy judge in a City bankruptcy would rule on these matters. In addition, this
area of law is presently very unsettled as issues of pension underfunding claim priority, pension
contribution enforcement, and related bankruptcy plan treatment of such claims (among other pension-
related matters) have been the subject of litigation in the Chapter 9 cases of several California
municipalities, including the Cities of Stockton and San Bernardino.
2017-06-06 Agenda Packet Page 398
64
The Authority is a public agency and, like the City, is not subject to the involuntary procedures of the
Bankruptcy Code. The Authority may also seek voluntary protection under Chapter 9 of the Bankruptcy
Code. In the event the Authority were to become a debtor under the Bankruptcy Code, the Authority would
be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9
proceeding. Such a bankruptcy could adversely affect the payments under the Indenture. Among the
adverse effects might be: (i) the application of the automatic stay provisions of the Bankruptcy Code,
which, until relief is granted, would prevent collection of payments from the Authority or the
commencement of any judicial or other action for the purpose of recovering or collecting a claim against
the Authority; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the
filing of a bankruptcy petition; (iii) the existence of unsecured or court-approved secured debt which may
have priority of payment superior to that of the Owners of the Bonds; and (iv) the possibility of the adoption
of a plan for the adjustment of the Authority’s debt without the consent of the Trustee or all of the Owners
of the Bonds, which plan may restructure, delay, compromise or reduce the amount of any claim of the
Owners of the Bonds if the Bankruptcy Court finds that the Plan is fair and equitable. However, the
bankruptcy of the Authority, and not the City, should not affect the Trustee’s rights under the Lease
Agreement. The Authority could still challenge the assignment, and the Trustee and/or the Owners of the
Bonds could be required to litigate these issues to protect their interests.
Constitutional Limitation on Taxes and Expenditures
State Initiative Measures Generally. Under the California Constitution, the power of initiative is reserved
to the voters for the purpose of enacting statutes and constitutional amendments. Voters have exercised this
power through the adoption of Proposition 13 (“Article XIIIA”) and similar measures, such as Propositions
22 and 26 approved in the general election held on November 2, 2010.
Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies
such as the City. Subject to overriding federal constitutional principles, such collection may be materially
and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems
in the payment of outstanding obligations such as the Lease.
Article XIIIA. Article XIIIA of the California Constitution limits the taxing powers of California public
agencies. Article XIIIA provides that the maximum ad valorem tax on real property cannot exceed 1% of
the “full cash value” of the property, and effectively prohibits the levying of any other ad valorem property
tax except for taxes above that level required to pay debt service on voter-approved general obligation
bonds. “Full cash value” is defined as “the County assessor’s valuation of real property as shown on the
1975-76 tax bill under ‘full cash value’ or, thereafter, the appraised value of real property when purchased,
newly constructed, or a change in ownership has occurred after the 1975 assessment.” The “full cash value”
is subject to annual adjustment to reflect inflation at a rate not to exceed 2% or a reduction in the consumer
price index or comparable local data. Article XIIIA has subsequently been amended to permit reduction of
the “full cash value” base in the event of declining property values caused by substantial damage,
destruction or other factors, and to provide that there would be no increase in the “full cash value” base in
the event of reconstruction of property damaged or destroyed in a disaster and in other special
circumstances. There may also be declines in valuations if the California Consumer Price Index is negative.
The foregoing limitation does not apply to ad valorem taxes or special assessments to pay the interest and
prepayment charges on any indebtedness approved by the voters before July 1, 1978 or any bonded
indebtedness for the acquisition or improvement of real property approved by two-thirds of votes cast by
the voters voting on the proposition.
In the general election held November 4, 1986, voters of the State of California approved two measures,
Propositions 58 and 60, which further amend the terms “purchase” and “change of ownership,” for purposes
of determining full cash value of property under Article XIIIA, to not include the purchase or transfer of
(1) real property between spouses, and (2) the principal residence and the first $1,000,000 of other property
between parents and children. Proposition 60 amends Article XIIIA to permit the Legislature to allow
2017-06-06 Agenda Packet Page 399
65
persons over age 55 who sell their residence and buy or build another of equal or lesser value within two
years in the same city, to transfer the old residence’s assessed value to the new residence. In the March 26,
1996 general election, voters approved Proposition 193, which extends the parents-children exception to
the reappraisal of assessed value. Proposition 193 amended Article XIIIA so that grandparents may transfer
to their grandchildren whose parents are deceased, their principal residences, and the first $1,000,000 of
other property without a reappraisal of assessed value.
Because the Revenue and Taxation Code does not distinguish between positive and negative changes in the
California Consumer Price Index used for purposes of the inflation factor, there was a decrease of 0.237%
in 2009-10 – applied to the 2010-11 tax roll – reflecting the actual change in the California Consumer Price
Index, as reported by the State Department of Finance. For each fiscal year since Article XIIIA has become
effective (the 1978-79 Fiscal Year), the annual increase for inflation has been at least 2% except in ten fiscal
years as shown below:
Tax Roll Percentage Tax Roll Percentage
1981-82 1.000% 2010-11 (0.237)%
1996-96 1.190 2011-12 0.753
1996-97 1.110 2014-15 0.454
1998-99 1.853 2015-16 1.998
2004-05 1.867 2016-17 1.525
Proposition 8 Adjustments. Proposition 8, approved in 1978, provides for the assessment of real property
at the lesser of its originally determined (base year) full cash value compounded annually by the inflation
factor, or its full cash value as of the lien date, taking into account reductions in value due to damage,
destruction, obsolescence or other factors causing a decline in market value. Reductions based on
Proposition 8 do not establish new base year values, and the property may be reassessed as of the following
lien date up to the lower of the then-current fair market value or the factored base year value. The State
Board of Equalization has approved this reassessment formula and such formula has been used by county
assessors statewide. The City experienced Proposition 8 reductions in property values between 2009 and
2013. See “FINANCIAL INFORMATION - Ad Valorem Property Taxes - Taxable Property and Assessed
Valuation” herein. Proposition 8 adjustments could happen again in future years, and are likely to occur
during a recession.
Article XIIIB. On November 6, 1979, California voters approved Proposition 4, or the Gann Initiative,
which added Article XIIIB to the California Constitution. Article XIIIB limits the annual appropriations of
the State and any city, county, city and county, school district, authority or other political subdivision of the
State. The “base year” for establishing such appropriations limit is the 1978-79 Fiscal Year, and the limit
is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost
of services provided by public agencies.
Appropriations subject to Article XIIIB include generally the proceeds of taxes levied by or for the entity
and the proceeds of certain State subventions, refunds of taxes, benefit payments from retirement,
unemployment insurance and disability insurance funds. “Proceeds of taxes” include, but are not limited
to, all tax revenues, certain State subventions, and the proceeds to an entity of government, from (1)
regulatory licenses, user charges and user fees, to the extent that such charges and fees exceed the costs
reasonably borne in providing the regulation, product or service, and (2) the investment of tax revenues.
Article XIIIB includes a requirement that if an entity’s revenues in any year exceed the amounts permitted
to be spent, the excess would have to be returned by revising tax rates or fee schedules within the next two
subsequent fiscal years.
In the June 1990 election, the voters approved Proposition 111 amending the method of calculation of State
and local appropriations limits. Proposition 111 made several changes to Article XIIIB. First, the term
“change in the cost of living” was redefined as the change in the California per capita personal income
2017-06-06 Agenda Packet Page 400
66
(“CPCPI”) for the preceding year. Previously, the lower of the CPCPI or the United States Consumer Price
Index was used. Second, the appropriations limit for the fiscal year was recomputed by adjusting the 1986-
87 limit by the CPCPI for the three subsequent years. Third and lastly, Proposition 111 excluded
appropriations for “qualified capital outlay for fiscal 1990-91 as defined by the legislature” from proceeds
of taxes.
Section 7910 of the Government Code requires the City to adopt a formal appropriations limit for each
fiscal year. The City’s appropriations limit for 2015-16 was $729,447,134. The City’s appropriations
subject to the limit for 2015-16 were $293,415,405. Based on this, the appropriations limit is not expected
to have any impact on the ability of the City to continue to budget and appropriate the Base Rental Payments
as required by the Lease Agreement.
Proposition 62. Proposition 62 was a statutory initiative adopted in the November 1986 general election.
Proposition 62 added Sections 53720 to 53730, inclusive, to the California Government Code. It confirmed
the distinction between a general tax and special tax, established by the State Supreme Court in 1982 in
City and County of San Francisco v. Farrell, by defining a general tax as one imposed for general
governmental purposes and a special tax as one imposed for specific purposes. Proposition 62 further
provided that no local government or district may impose (i) a general tax without prior approval of the
electorate by majority vote or (ii) a special tax without such prior approval by two-thirds vote. It further
provided that if any such tax is imposed without such prior written approval, the amount thereof must be
withheld from the levying entity’s allocation of annual property taxes for each year that the tax is collected.
By its terms, Proposition 62 applies only to general and special taxes imposed on or after August 1, 1985.
Proposition 62 was generally upheld in Santa Clara County Local Transportation Authority v. Guardino, a
California Supreme Court decision filed September 28, 1995.
Proposition 218. On November 5, 1996, California voters approved Proposition 218 – Voter Approval for
Local Government Taxes – Limitation on Fees, Assessments, and Charges – Initiative Constitutional
Amendment. Proposition 218 added Articles XIIIC and XIIID to the California Constitution, imposing
certain vote requirements and other limitations on the imposition of new or increased taxes, assessments
and property-related fees and charges. Proposition 218 states that all taxes imposed by local governments
shall be deemed to be either general taxes or special taxes. Special purpose districts, including school
districts, have no power to levy general taxes. No local government may impose, extend or increase any
general tax unless and until such tax is submitted to the electorate and approved by a majority vote. No
local government may impose, extend or increase any special tax unless and until such tax is submitted to
the electorate and approved by a two-thirds vote.
Proposition 218 also provides that no tax, assessment, fee or charge shall be assessed by any agency upon
any parcel of property or upon any person as an incident of property ownership except: (i) the ad valorem
property tax imposed pursuant to Article XIII and Article XIIIA of the California Constitution, (ii) any
special tax receiving a two-thirds vote pursuant to Section 4 of Article XIIIA the California Constitution,
and (iii) assessments, fees, and charges for property related services as provided in Article
XIIID. Proposition 218 added voter requirements for assessments and fees and charges imposed as an
incident of property ownership, other than fees and charges for sewer, water, and refuse collection
services. In addition, all assessments and fees and charges imposed as an incident of property ownership,
including sewer, water, and refuse collection services, are subjected to various additional procedures, such
as hearings and stricter and more individualized benefit requirements and findings. The effect of such
provisions will presumably be to increase the difficulty a local agency will have in imposing, increasing or
extending such assessments, fees and charges.
Proposition 218 also extended the initiative power to reducing or repealing any local taxes, assessments,
fees and charges. This extension of the initiative power is not limited to taxes imposed on or after
November 6, 1996, the effective date of Proposition 218, and could result in retroactive repeal or reduction
in any existing taxes, assessments, fees and charges, subject to overriding federal constitutional principles
relating to the impairment of contracts.
2017-06-06 Agenda Packet Page 401
67
Proposition 218 provides that, effective July 1, 1997, fees that are charged “as an incident of property
ownership” may not “exceed the funds required to provide the property related services” and may only be
charged for services that are “immediately available to the owner of the property.”
The City levies a utility users tax (“UUT”) on gas and electric customers based on usage (.01103 per therm
for gas; .00300 per kilo watt for electricity) and telephone services based on gross receipts. The UUT was
first levied in 1970 and the last increase in tax rates was in 1979. A class action lawsuit was filed against
the City contending that a tax on wireless phone use was not covered in the implementing UUT
ordinance. A settlement agreement was entered into in December 2013 for rebates to affected wireless
phone users who paid the UUT of their wireless phone bills from April 2010 to April 2013. Under the terms
of the settlement, a portion of the previously collected UUT was paid to the claims administrator for
disbursement to the affected class of wireless phone users. In addition, pursuant to the settlement, starting
March 1, 2014 the UUT rate on phone service was reduced from 5% to 4.75%.
The City does not expect the application of Proposition 218 will have a material adverse impact on its
ability to pay Base Rental Payments.
Voter-Approved Taxes. On November 8, 2016, voters approved, by majority vote, an additional 1/2%
sales tax to be levied and collected on behalf of the City. The tax is authorized to be levied and collected
for 10 years commencing April 1, 2017.
Proposition 1A. Proposition 1A (“Proposition 1A”), proposed by the Legislature in connection with the
2004-05 Budget Act and approved by the voters in November 2004, restricts State authority to reduce major
local tax revenues such as the tax shifts permitted to take place in Fiscal Years 2004-05 and 2005-06.
Proposition 1A provides that the State may not reduce any local sales tax rate, limit existing local
government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to
certain exceptions. Proposition 1A generally prohibits the State from shifting to schools or community
colleges any share of property tax revenues allocated to local governments for any fiscal year, as set forth
under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues
among local governments within a county must be approved by two-thirds of both houses of the Legislature.
Proposition 1A provides, however, that beginning in Fiscal Year 2008-09, the State may shift to schools and
community colleges up to 8% of local government property tax revenues, which amount must be repaid,
with interest, within three years, if the Governor proclaims that the shift is needed due to a severe state
financial hardship, the shift is approved by two-thirds of both houses and certain other conditions are
met. Such a shift may not occur more than twice in any 10-year period. The State may also approve
voluntary exchanges of local sales tax and property tax revenues among local governments within a county.
For Fiscal Year 2009-10, 8% of the City’s property tax revenues (approximately $4.5 million) were diverted
to the State as a result of a Proposition 1A suspension.
Proposition 1A also provides that if the State reduces the vehicle license fee rate below 0.65% of vehicle
value, the State must provide local governments with equal replacement revenues. Further, Proposition 1A
requires the State to suspend State mandates affecting cities, counties and special districts, excepting
mandates relating to employee rights, schools or community colleges, in any year that the State does not
fully reimburse local governments for their costs to comply with such mandates.
Proposition 22. On November 2, 2010, voters in the State approved Proposition 22. Proposition 22,
known as the “Local Taxpayer, Public Safety, and Transportation Protection Act of 2010,” eliminates or
reduces the State’s authority to (i) temporarily shift property taxes from cities, counties and special districts
to schools, (ii) use vehicle license fee revenues to reimburse local governments for State-mandated costs
(the State will have to use other revenues to reimburse local governments), (iii) redirect property tax
increment from redevelopment agencies to any other local government, (iv) use State fuel tax revenues to
2017-06-06 Agenda Packet Page 402
68
pay debt service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax
revenues.
Proposition 26. On November 2, 2010, voters in the State also approved Proposition 26. Proposition 26
amends Article XIIIC of the State Constitution to expand the definition of “tax” to include “any levy, charge,
or exaction of any kind imposed by a local government” except the following: (1) a charge imposed for a
specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged,
and which does not exceed the reasonable costs to the local government of conferring the benefit or granting
the privilege; (2) a charge imposed for a specific government service or product provided directly to the
payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local
government of providing the service or product; (3) a charge imposed for the reasonable regulatory costs
to a local government for issuing licenses and permits, performing investigations, inspections, and audits,
enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof; (4) a
charge imposed for entrance to or use of local government property, or the purchase, rental, or lease of local
government property; (5) a fine, penalty, or other monetary charge imposed by the judicial branch of
government or a local government, as a result of a violation of law; (6) a charge imposed as a condition of
property development; and (7) assessments and property-related fees imposed in accordance with the
provisions of Article XIIID. Proposition 26 provides that the local government bears the burden of proving
by a preponderance of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no
more than necessary to cover the reasonable costs of the governmental activity, and that the manner in
which those costs are allocated to a payor bear a fair or reasonable relationship to the payor’s burdens on,
or benefits received from, the governmental activity. The City does not expect the provisions of
Proposition 26 to materially impede its ability to pay Base Rental Payments when due.
Future Initiatives. From time to time other initiative measures could be adopted, affecting the ability of
the City to increase revenues and appropriations.
Federal Legislation
The Congress and the Executive Branch are considering a number of actions that could adversely affect
funding for state and local governments. The potential impact of future changes in federal legislation and
policies on the City’s finances is unknown at the present time.
Early Redemption Risk
Early payment of the Base Rental Payments and early redemption of the Bonds may occur in whole or in
part without premium, on any date if the Leased Property or a portion thereof is lost, destroyed or damaged
beyond repair, affected by title defect or taken by eminent domain (see “THE BONDS - Redemption - Special
Mandatory Redemption From Net Insurance Proceeds”).
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS” herein, interest on the Bonds could become includable in
gross income for purposes of federal income taxation retroactive to the date the Bonds were executed and
delivered as a result of future acts or omissions of the Authority or the City in violation of its covenants
contained in the Indenture and the Lease Agreement. Should such an event of taxability occur, the Bonds
are not subject to special redemption or any increase in interest rate and will remain outstanding until
maturity or otherwise redeemed pursuant to the extraordinary redemption provisions contained in the
Indenture.
In addition, Congress has considered in the past, is currently considering and may consider in the future,
legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or
eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds,
2017-06-06 Agenda Packet Page 403
69
such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding
any pending or proposed federal tax legislation. Neither the Authority nor the City can provide assurance
that federal tax law will not change while the Bonds are outstanding or that any such changes will not
adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax
purposes. If the exclusion of the interest on the Bonds from gross income for federal income tax purposes
were amended or eliminated, it is likely that the market price for the Bonds would be adversely impacted.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues,
including both random and targeted audits. It is possible that the Bonds will be selected for audit by the
Internal Revenue Service. It is also possible that the market value of the Bonds might be affected as a result
of such an audit of the Bonds (or by an audit of similar bonds).
Secondary Market Risk
There can be no assurance that there will be a secondary market for purchase or sale of the Bonds, and from
time to time there may be no market for them, depending upon prevailing market conditions, the financial
condition or market position of firms who may make the secondary market and the financial condition of
the City.
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation (“Bond Counsel”), under
existing statutes, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross
income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the
federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond
Counsel, interest on the Bonds is exempt from State personal income tax. Bond Counsel notes that, with
respect to corporations, interest on the Bonds may be included as an adjustment in the calculation of
alternative minimum taxable income.
If the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be
sold to the public) is less than the stated redemption price at maturity with respect to the Bond (to the extent
the redemption price at maturity is greater than the issue price) such difference constitutes original issue
discount. Original issue discount accrues under a constant yield method, and original issue discount will
accrue to an owner of a Bond (the “Beneficial Owner”) before receipt of cash attributable to such excludable
income. The amount of original issue discount deemed received by a Beneficial Owner will increase the
Beneficial Owner’s basis in the applicable Bond. In the opinion of Bond Counsel, the amount of original
issue discount that accrues to the Beneficial Owner of the Bond is excluded from gross income of such
Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations, and is exempt from State of
California personal income tax.
Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of interest
(and original issue discount) on the Bonds is based upon certain representations of fact and certifications
made by the Authority and the City and others and is subject to the condition that the Authority and the City
comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must
be satisfied subsequent to the issuance of the Bonds to assure that interest (and original issue discount) on
the Bonds will not become includable in gross income for federal income tax purposes. Failure to comply
with such requirements of the Code might cause the interest (and original issue discount) on the Bonds to
be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds.
The Authority and the City will covenant to comply with all such requirements.
2017-06-06 Agenda Packet Page 404
70
The amount by which a Beneficial Owner’s original basis for determining loss on sale or exchange in the
applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier
call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code;
such amortizable bond premium reduces the Beneficial Owner’s basis in the applicable Bond (and the
amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis
reduction as a result of the amortization of bond premium may result in a Beneficial Owner realizing a
taxable gain when a Bond is sold by the Beneficial Owner for an amount equal to or less (under certain
circumstances) than the original cost of the Bond to the Beneficial Owner. Purchasers of the Bonds should
consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable
bond premium.
The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax-exempt
bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for
audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such
an audit of the Bonds (or by an audit of similar bonds). No assurance can be given that in the course of an
audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation
thereof) subsequent to the issuance of the Bonds to the extent that it adversely affects the exclusion from
gross income of interest (and original issue discount) on the Bonds or their market value.
SUBSEQUENT TO THE ISSUANCE OF THE BONDS THERE MIGHT BE FEDERAL, STATE, OR
LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY INTERPRETATIONS OF
FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE, OR LOCAL TAX
TREATMENT OF THE BONDS OR THE MARKET VALUE OF THE BONDS. TAX REFORM
PROPOSALS ARE BEING CONSIDERED BY CONGRESS. IT IS POSSIBLE THAT LEGISLATIVE
CHANGES MIGHT BE INTRODUCED IN CONGRESS, WHICH, IF ENACTED, COULD RESULT IN
ADDITIONAL FEDERAL INCOME OR STATE TAX BEING IMPOSED ON OWNERS OF TAX-
EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE BONDS. THE INTRODUCTION OR
ENACTMENT OF ANY OF SUCH CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE
OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE
ISSUANCE OF THE BONDS SUCH CHANGES (OR OTHER CHANGES) WILL NOT BE
INTRODUCED OR ENACTED OR ANY SUCH INTERPRETATIONS WILL NOT OCCUR. BEFORE
PURCHASING ANY OF THE BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR
TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR
REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX
CONSEQUENCES RELATING TO THE BONDS.
Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person,
whether any such actions or events are taken or do occur. The Indenture, the Lease Agreement and the Tax
Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion
of a bond counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on
the exclusion from gross income for federal income tax purposes of interest (or original issue discount) on
any Bond if any such action is taken or omitted based upon the advice of counsel other than Bond Counsel.
Although Bond Counsel will render an opinion that interest (and original issue discount) on the Bonds is
excluded from gross income for federal income tax purposes provided that the Authority and the City
continue to comply with certain requirements of the Code, the ownership of the Bonds and the accrual or
receipt of interest (and original issue discount) with respect to the Bonds may otherwise affect the tax
liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences.
Accordingly, before purchasing any of the Bonds, all potential purchasers should consult their tax advisors
with respect to collateral tax consequences relating to the Bonds.
2017-06-06 Agenda Packet Page 405
71
Should interest on the Bonds (including any original issue discount) become includable in gross income for
federal income tax purposes, the Bonds are not subject to early redemption and will remain outstanding
until maturity or until redeemed in accordance with the Indenture.
A copy of the proposed form of opinion of Bond Counsel with respect to the Bonds is attached hereto in
“APPENDIX D.”
LEGAL MATTERS
Enforceability of Remedies
The remedies available to the Trustee and the Owners of the Bonds upon an event of default under the
Indenture, the Lease Agreement, the Site Lease, or any other document described herein are in many
respects dependent upon regulatory and judicial actions which are often subject to discretion and delay.
Under existing law and judicial decisions, the remedies provided for under such documents may not be
readily available or may be limited. In the case of any bankruptcy proceeding involving the City, the rights
of the Owners of the Bonds could be modified at the direction of the court. The various legal opinions to
be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the
enforceability of certain legal rights related to the Indenture, the Lease Agreement, the Site Lease and other
pertinent documents is subject to limitations imposed by bankruptcy, reorganization, insolvency or other
similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.
Approval of Legal Proceedings
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Bond
Counsel, will render an opinion with respect to the validity and enforceability of the Indenture, the Lease
Agreement, the Site Lease and the Assignment Agreement and as to the validity of the Bonds. See
“APPENDIX D” hereto for the proposed form of Bond Counsel’s opinion.
The Authority and the City have no knowledge of any fact or other information which would indicate that
the Indenture, the Lease Agreement, the Site Lease, the Assignment Agreement or the Bonds are not so
enforceable against the Authority and the City, as applicable, except to the extent such enforcement is
limited by principles of equity, by state and federal laws relating to bankruptcy, reorganization, moratorium
or creditors’ rights generally and by limitations on legal remedies against municipalities in the State.
Certain legal matters will be passed on for the City and the Authority by Stradling Yocca Carlson & Rauth,
a Professional Corporation, Newport Beach, California, as Disclosure Counsel and by Glen R. Googins,
City Attorney. Certain legal matters will be passed on for the Underwriter by its Counsel, Hawkins
Delafield & Wood LLP, San Francisco, California. Fees payable to Bond Counsel, Disclosure Counsel and
Underwriter’s Counsel are contingent upon the sale and delivery of the Bonds.
Absence of Litigation
The City and the Authority will furnish a certificate dated as of the date of delivery of the Bonds that there
is not now known to be litigation pending against the City or the Authority or threatened against the City
or the Authority seeking to restrain or enjoin the execution or delivery of the Indenture, the Lease
Agreement, the Site Lease or the Assignment Agreement or the sale or delivery of the Bonds, or, in any
manner questioning the proceedings and authority under which the Bonds and Indenture, the Lease
Agreement, the Site Lease and the Assignment Agreement are to be executed and delivered or affecting the
validity thereof. There exists lawsuits and claims against the City that arise during the ordinary course of
the City’s operations. In the view of the City’s management and City Attorney, there is no litigation, present
or pending against the City, that will individually or in the aggregate impair the City’s ability to make Base
Rental Payments when due.
2017-06-06 Agenda Packet Page 406
72
CONCLUDING INFORMATION
Rating on the Bonds
Standard & Poor’s has assigned its municipal bond rating of “___” to the Bonds. Such rating reflects only
the views of the rating agency and any desired explanation of the significance of such rating should be
obtained from the rating agency. Generally, a rating agency bases its rating on the information and materials
furnished to it and on investigations, studies and assumptions of its own.
Except as otherwise required in the Continuing Disclosure Agreement, the City undertakes no responsibility
either to bring to the attention of the owners of any Bonds any downward revision or withdrawal of any
rating obtained or to oppose any such revision or withdrawal. There is no assurance such rating will
continue for any given period of time or that such rating will not be revised downward or withdrawn entirely
by the rating agency, if in the judgment of such rating agency, circumstances so warrant. Any such
downward revision or withdrawal of a rating may have an adverse effect on the market price of the Bonds.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal
at any time.
Underwriting
The Bonds are being sold at an aggregate purchase price of $____________ (representing the aggregate
principal amount of the Bonds plus a net original issue premium of $____________ and less an
underwriting discount of $____________), pursuant to a bond purchase contract entered into between the
Authority, the City and J.P. Morgan Securities LLC (the “Underwriter”). Certain of the expenses associated
with the issuance of the Bonds are being paid by the Authority from proceeds of the Bonds and certain
expenses are being paid by the Underwriter from the underwriting discount. The right of the Underwriter
to receive compensation in connection with the Bonds is contingent upon the issuance and delivery by the
Authority, and the purchase by the Underwriter, of the Bonds. The bond purchase agreement provides that
the Underwriter will purchase all of the Bonds if any are purchased and that the obligation of the
Underwriter to accept and pay for the Bonds is subject to certain terms and conditions set forth therein.
The Underwriter will initially offer the Bonds for sale at the prices or yields set forth on the inside front
cover page of this Official Statement. Such prices or yields may subsequently be changed by the
Underwriter. The Underwriter reserves the right to join with dealers and other investment banking firms in
offering the Bonds for sale.
The Underwriter and its affiliates are full service financial institutions engaged in various activities, which
may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. The Underwriter has, from
time to time, performed, and may in the future perform, various investment banking services for the
Authority and/or the City, for which it received or will receive customary fees and expenses.
The Underwriter has entered into negotiated dealer agreements (each, a “Dealer Agreement”) with each of
Charles Schwab & Co., Inc. (“CS&Co.”) and LPL Financial LLC (“LPL”) for the retail distribution of
certain securities offerings at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co.
and LPL may purchase the Bonds from the Underwriter at the original issue price less a negotiated portion
of the selling concession applicable to any Bonds that such firm sells.
2017-06-06 Agenda Packet Page 407
73
The Municipal Advisor
The material contained in this Official Statement was prepared by the Authority and the City with the
assistance of the Municipal Advisor who advised the Authority and the City as to the financial structure and
certain other financial matters relating to the Bonds. The information set forth herein received from sources
other than the City has been obtained by the Authority from sources which are believed to be reliable, but
such information is not guaranteed by Municipal Advisor as to accuracy or completeness, nor has it been
independently verified. Fees paid to the Municipal Advisor are contingent upon the sale and delivery of
the Bonds.
Continuing Disclosure
The City will covenant to provide certain annual financial information by not later than March 31 in each
year (the “Annual Reports”) and notices of the occurrence of certain enumerated events in accordance with
Rule 15c2-12 of the Securities Exchange Act of 1934 as amended (the “Rule”). Willdan Financial Services
will act as Dissemination Agent. The specific nature of the information to be contained in the Annual
Reports or the notices of listed events and certain other terms of the continuing disclosure obligation are
found in the form of the City’s Continuing Disclosure Agreement attached in “APPENDIX C - FORM OF
CONTINUING DISCLOSURE AGREEMENT.”
The City and certain other entities related to the City, including the former Redevelopment Agency of the
City of Chula Vista (“Former Agency”), various community facilities districts and joint powers authorities
(together, the “City Entities”), have entered into previous undertakings pursuant to the Rule. Within the
last five years, the City and certain of the City Entities have failed to comply with their respective prior
undertakings in the following respects: (i) pursuant to the undertakings for certain of the community
facilities districts, such community facilities districts were twelve days late in filing the City’s audited
financial statements in 2013; (ii) pursuant to the undertakings for three series of the Former Agency’s bonds,
the Former Agency’s Fiscal Year 2011 annual reports due in February and March 2012 were not filed until
July 2012, 142 and 97 days late, respectively, and pursuant to the undertaking for one series of the Former
Agency’s bonds, the Former Agency’s Fiscal Year 2012 annual report due in February 2013 was not filed
until March 2013, 27 days late; (iii) notice of certain ratings changes relating to several issues resulting
from changes in ratings on municipal bond insurance companies were not promptly filed and one notice of
an underlying rating change was filed 37 days after the rating change occurred; and (iv) in certain cases
information was timely filed on EMMA under the applicable base CUSIP number for the issuer but not
linked to all of the individual CUSIP numbers for a series of bonds.
The City has adopted policies and procedures regarding compliance with undertakings made by the City
and the City Entities pursuant to the Rule and has retained the services of outside consultants to assist in
the reporting process. The City’s Finance Department has assigned a specific person to coordinate with the
outside consultants and to monitor compliance.
References
Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated,
are intended as such and not as representations of fact. This Official Statement is not to be construed as a
contract or agreement between the Authority and the purchasers or Owners of any of the Bonds.
2017-06-06 Agenda Packet Page 408
74
Execution
The execution of this Official Statement by the Chief Financial Officer of the Authority and the City
Director of Finance/Treasurer has been duly authorized by the Authority and by the City, respectively.
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
By: _____________________
Chief Financial Officer
CITY OF CHULA VISTA
By: _____________________
Director of Finance/Treasurer
2017-06-06 Agenda Packet Page 409
A-1
APPENDIX A
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
[to be provided by Bond Counsel]
2017-06-06 Agenda Packet Page 410
B-1
APPENDIX B
CITY AUDITED FINANCIAL STATEMENTS
2017-06-06 Agenda Packet Page 411
C-1
APPENDIX C
FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement, dated as of July 1, 2017 (the “Disclosure Agreement”) is
executed and delivered by the City of Chula Vista (the “City”) and Willdan Financial Services (the
“Dissemination Agent”) in connection with the execution and delivery of $________ Chula Vista
Municipal Financing Authority 2017 Lease Revenue Bonds (the “Bonds”). The Bonds are being executed
pursuant to an Indenture, dated as of July 1, 2017, as ( the “Indenture”), by and among the City, U.S. Bank
National Association, as trustee (the “Trustee”) and the Chula Vista Municipal Financing Authority (the
“Authority”). The City covenants as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed
and delivered by the City for the benefit of the Owners and Beneficial Owners of the Bonds and in order to
assist the Participating Underwriter in complying with the Rule (defined below).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to
any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described
in, Sections 3 and 4 of this Disclosure Agreement.
“Beneficial Owner” shall mean any person which has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries).
“Disclosure Representative” shall mean the City Manager, Deputy City Manager, Chief Financial
Officer, Director of Finance of the City or the designee of any one of such officers, or such other officer or
employee as the City Manager shall designate in writing from time to time.
“Dissemination Agent” shall mean Willdan Financial Services, or any successor dissemination
agent designated in writing by the City Manager and which has filed with the City a written acceptance of
such designation.
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Listed Events” shall mean any of the events listed in Sections 5(a) and 5(b) of this Disclosure
Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board and any successor entity
designated under the Rule as the repository for filings made pursuant to the Rule.
“Official Statement” shall mean the Official Statement relating to the Bonds, dated _______, 2017.
“Participating Underwriter” shall mean J.P. Morgan Securities LLC.
“Repository” shall mean the MSRB or any other entity designated or authorized by the Securities
and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the
MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the
EMMA website of the MSRB, currently located at http://emma.msrb.org.
2017-06-06 Agenda Packet Page 412
C-2
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.
“State” shall mean the State of California.
SECTION 3. Provision of Annual Reports.
(a) The City shall, or, upon delivery of the Annual Report to the Dissemination Agent, shall
cause the Dissemination Agent to, not later than March 31 of each year, commencing March 31, 2018,
provide to the Repository an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Agreement. The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in Section 4 of
this Disclosure Agreement; provided that the audited financial statements of the City may be submitted
separately from the balance of the Annual Report and later than the date required above for the filing of the
Annual Report if they are not available by that date. If the City’s fiscal year changes, it shall give notice of
such change in the same manner as for a Listed Event under Section 5(d). The City shall provide a written
certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual
Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent
may conclusively rely upon such certification of the City and shall have no duty or obligation to review
such Annual Report.
(b) Not later than five (5) days prior to the date for the filing of an Annual Report, the City
shall provide the Annual Report to the Dissemination Agent (if other than the City). If by five (5) days
prior to such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination
Agent shall contact the City to inquire if the City is in compliance with subsection (a).
(c) If the City is unable to provide to the Repository an Annual Report by the date required in
subsection (a), the Dissemination Agent shall send a notice to the Repository in the form required by the
Repository stating that the Annual Report has not been filed and, if provided by the City, the date the City
anticipates the filing to be made.
(d) The Dissemination Agent shall:
(i) determine each year prior to date for providing the Annual Report the
name and address of the Repository if other than the MSRB; and
(ii) file a report with the City certifying that the Annual Report has been
provided to the Repository pursuant to this Disclosure Agreement and stating the date it was
provided to the Repository.
SECTION 4. Content of Annual Reports. The City’s Annual Report shall contain or include by
reference the following:
(a) The City’s audited financial statements, prepared in accordance with generally accepted
auditing standards for municipalities in the State of California, for the prior fiscal year of the City. If the
City’s audited financial statements are not available by the time the Annual Report is required to be filed
pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar
to the financial statements contained in the final Official Statement, and the audited financial statements
shall be filed in the same manner as the Annual Report when they become available.
(b) To the extent not contained in the audited financial statements filed pursuant to the
preceding subsection (a) by the date required by Section 3 hereof, updates of Table Nos. 10, 11, 14, 19, 20,
25 and 26 set forth in the Official Statement.
2017-06-06 Agenda Packet Page 413
C-3
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the City or related public entities, which have been submitted
to each of the Repository or the Securities and Exchange Commission. If the document included by
reference is a final official statement, it must be available from the MSRB. The City shall clearly identify
each such other document so included by reference.
In the event that the City shall modify the basis upon which its financial statements are prepared,
the Dissemination Agent shall provide a notice of such modification to the Repository, including the
information set forth in Section 8(b) below.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause the Dissemination
Agent to give, notice to the Repository of the occurrence of any of the following events with respect to the
Bonds in a timely manner not more than ten (10) business days after the occurrence of the event:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed
or final determinations of taxability or of a Notice of Proposed Issue (IRS Form
5701-TEB);
6. tender offers;
7. defeasances;
8. ratings changes; and
9. bankruptcy, insolvency, receivership or similar proceedings.
Note: for the purposes of the event identified in subparagraph (9), the event is considered
to occur when any of the following occur: the appointment of a receiver, fiscal agent or
similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the
obligated person, or if such jurisdiction has been assumed by leaving the existing
governmental body and officials or officers in possession but subject to the supervision and
orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the obligated
person.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice
of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner
not more than ten (10) Business Days after the occurrence of such event:
1. unless described in paragraph 5(a)(5) above, notices or determinations by the
Internal Revenue Service with respect to the tax status of the Bonds or other
material events affecting the tax status of the Bonds;
2017-06-06 Agenda Packet Page 414
C-4
2. the consummation of a merger, consolidation or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms;
3. appointment of a successor or additional trustee or the change of the name of a
trustee;
4. nonpayment related defaults;
5. modifications to the rights of Owners of the Bonds;
6. notices of prepayment; and
7. release, substitution or sale of property securing repayment of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event under 5(b)
above, the City shall as soon as possible determine if such event would be material under applicable federal
securities laws.
(d) If a Listed Event under Section 5(a) has occurred, or if the City determines that knowledge
of the occurrence of a Listed Event under 5(b) above would be material under applicable federal securities
laws, the City shall file a notice of such Listed Event with the Repository in a timely manner not more than
10 business days after the event. Notwithstanding the foregoing, notice of Listed Events described in
subsections (a)(7) and (b)(6) need not be given under this subsection any earlier than the notice (if any) of
the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is the
responsibility of the City and that the Dissemination Agent shall not be responsible for determining whether
the City’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the
Rule.
SECTION 6. Termination of Reporting Obligation. The City’s obligations under this Disclosure
Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the
Bonds.
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared
by the City pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing
thirty days written notice to the City and the Trustee. The Dissemination Agent shall not be responsible for
the content of any report or notice prepared by the City and shall have no duty to review any information
provided to it by the City. The Dissemination Agent shall have no duty to prepare any information report
nor shall the Dissemination Agent be responsible for filing any report not provided to it by the City in a
timely manner and in a form suitable for filing.
SECTION 8. Amendment; Waiver.
(a) Notwithstanding any other provision of this Disclosure Agreement, the City may amend
this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that
the following conditions are satisfied:
2017-06-06 Agenda Packet Page 415
C-5
(1) If the amendment or waiver related to the provisions of Sections 3(a), 4, or 5, it
may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
(2) The undertaking hereunder, as amended or taking into account such waiver, would,
in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at
the time of the original execution and delivery of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(3) The amendment or waiver either (i) is approved by the Owners of the Bonds in the
same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or Beneficial Owners of the Bonds.
(b) In the event of any amendment or waiver of a provision of this Disclosure Agreement, the
City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change
of accounting principles, on the presentation) of financial information or operating data being presented by
the City. In addition, if the amendment is related to the accounting principles to be followed in preparing
financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under
Section 5(a), and (ii) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles.
SECTION 9. Format of Filings with Repository. Any report or filing with the Repository pursuant
to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying
information as is prescribed by the Repository.
SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in
this Disclosure Agreement or any other means of communication, or including any other information in
any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement,
the City shall have no obligation hereunder to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the City to comply with any provision of this
Disclosure Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to cause the
City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure
Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this
Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement
shall be an action to compel performance and the City shall have no monetary liability to any person as a
result of any failure to comply with the terms of this Disclosure Agreement.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City
agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and
expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due
2017-06-06 Agenda Packet Page 416
C-6
to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall be paid
compensation by the City for its services provided hereunder in accordance with its schedule of fees as
amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination
Agent in the performance of its duties hereunder. In performing its duties hereunder, the Dissemination
Agent shall not be deemed to be acting in any fiduciary capacity for the City, the Certificate holders, or any
other party. The obligations of the City under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Bonds.
SECTION 13. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given as follows:
To the City: City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Manager
To the Dissemination Agent: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
SECTION 14. Beneficiaries. This Disclosure Agreement solely to the benefit of the City, the
Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time
of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Signature. This Disclosure Agreement has been executed by the undersigned on
the date hereof, and such signature binds the City to the undertaking herein provided.
CITY OF CHULA VISTA
By:
Director of Finance/Treasurer
WILLDAN FINANCIAL SERVICES, as
Dissemination Agent
By:
Authorized Officer
2017-06-06 Agenda Packet Page 417
D-1
APPENDIX D
PROPOSED FORM OF BOND COUNSEL OPINION
Bond Counsel will deliver an opinion for the Bonds, which will be substantially in the
following form:
[Closing Date]
Chula Vista Municipal Financing Authority
Chula Vista, California
Re: $_________ Chula Vista Municipal Financing Authority 2017 Lease Revenue Bonds
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the Chula Vista
Municipal Financing Authority (the “Authority”) of $____________ aggregate principal amount of
the Authority’s 2017 Lease Revenue Bonds (the “Bonds”).
The Bonds are being issued pursuant to an indenture dated as of July 1, 2017 (the
“Indenture”), by and between the Authority and U.S. Bank National Association, as trustee (the
“Trustee”). The Bonds are payable, in part, from Base Rental Payments made by the City of Chula
Vista (the “City”) pursuant to the terms of a Lease Agreement dated as of July 1, 2017 (the “Lease”),
by and between City and the Authority.
Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
The Bonds are dated their date of delivery, have been issued for the purposes set forth in the
Indenture in fully registered form, bear interest from their dated date at the rates described in, and
mature and are subject to redemption prior to maturity in the manner and upon the terms and
conditions as set forth in, the Indenture. The description of the Bonds and other statements
concerning the terms and conditions of the issuance of the Bonds set forth herein do not purport to
set forth all of the terms and conditions of the Bonds or of any other document relating to the
issuance of the Bonds, but are intended only to identify the Bonds and to describe briefly certain
features thereof. This opinion shall not be deemed or treated as an offering circular, prospectus or
official statement, and is not intended in any way to be a disclosure document used in connection
with the sale or delivery of the Bonds.
In rendering the opinions set forth below, we have examined certified copies of the
proceedings of the Authority and the City, and other information submitted to us relative to the
issuance and sale by the Authority of the Bonds. We have examined originals, or copies identified to
our satisfaction as being true copies, of the Indenture, the Lease, the Site Lease dated as of July 1,
2017 (the “Site Lease”), by and between the City and the Authority, the Assignment Agreement
dated as of July 1, 2017 (the “Assignment Agreement”), by and between the Authority and the
2017-06-06 Agenda Packet Page 418
D-2
Trustee, the Tax Certificate relating to the Bonds (the “Tax Certificate”), the resolutions of the
Authority and the City adopted on June 6, 2017 with respect to the Bonds, opinions of counsel to the
City and the Authority, certificates of the City, the Authority and others, and such other documents,
agreements, opinions and matters as we have considered necessary or appropriate under the
circumstances to render the opinions set forth herein.
We have assumed the genuineness of all documents and signatures presented to us, the
authenticity of documents submitted as originals and the conformity to originals of documents
submitted as copies. We have not undertaken to verify independently, and have assumed, the
accuracy of the factual matters represented, warranted or certified in the documents, and of the legal
conclusions contained in the opinions referred to in the preceding paragraphs of this opinion.
Furthermore, we have assumed compliance with all covenants and agreements contained in the
Indenture, the Lease, the Site Lease, the Assignment Agreement and the Tax Certificate, including
(without limitation) covenants and agreements compliance with which is necessary to assure that
future actions, omissions or events will not cause the interest on the Bonds to be included in gross
income for federal income tax purposes. We call attention to the fact that the rights and obligations
under the Bonds, the Indenture, the Lease, the Site Lease, the Assignment Agreement and the Tax
Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of
equitable principles and the exercise of judicial discretion in appropriate cases and by the limitations
on legal remedies against public agencies in the State of California.
We express no opinion herein with respect to any indemnification, contribution, choice of
law, choice of forum, penalty or waiver provisions contained in the Bonds, the Indenture, the Lease,
the Site Lease or the Assignment Agreement, nor do we express any opinion with respect to the state
or quality of title to any of the real or personal property described in the Lease, the Site Lease or the
Assignment Agreement, or the accuracy or sufficiency of the description of any such property
contained therein.
Our opinion is limited to matters governed by the laws of the State of California and federal
income tax law. We assume no responsibility with respect to the applicability or the effect of the
laws of any other jurisdiction.
Based on and subject to the foregoing, and in reliance thereon and on all matters of fact as we
deem relevant under the circumstances, and upon consideration of applicable laws, we are of the
opinion that:
1. The Bonds constitute the valid and binding limited obligations of the Authority.
2. The Indenture has been duly authorized, executed and delivered by, and constitutes a
valid and binding obligation of, the Authority. The Indenture creates a valid pledge, to secure the
payment of the principal of and interest on the Bonds issued thereunder, of the Base Rental Payments
and any other amounts held by the Trustee in the Base Rental Payment Fund, the Interest Fund, the
Principal Fund and the Redemption Fund established pursuant to the Indenture, except the Rebate
Fund, subject to the provisions of the Indenture permitting the application thereof for the purposes
and on the terms and conditions set forth in the Indenture.
3. The Site Lease and the Lease have been duly authorized and executed by the
Authority and the City and constitute valid and binding agreements of the parties thereto. The
2017-06-06 Agenda Packet Page 419
D-3
Assignment Agreement has been duly authorized and executed by the Authority and, assuming due
execution by the Trustee, constitutes a valid and binding agreement of the Authority. The obligation
of the City to pay Base Rental Payments during the term of the Lease constitutes a valid and binding
obligation of the City provided that such Base Rental Payments are payable only from funds of the
City legally available therefor.
4. The Bonds are not a lien or charge upon the funds or property of the Authority except
to the extent of the pledge under the Indenture. Neither the faith and credit nor the taxing power of
the State of California or of any political subdivision thereof, including the City, is pledged to the
payment of the principal of, redemption premium, if any, or interest on the Bonds. The Bonds are
not a debt of the Authority, the City, the State of California or any political subdivision thereof
within the meaning of any constitutional or statutory debt limit or restriction.
5. Under existing statutes, regulations, rulings and judicial decisions, interest (and
original issue discount) on the Bonds is excluded from gross income for federal income tax purposes,
is not an item of tax preference for purposes of calculating the federal alternative minimum tax
imposed on individuals and corporations; however, with respect to corporations, such interest may be
included as an adjustment in the calculation of alternative minimum taxable income. The foregoing
opinion is subject to the condition that the Authority and the City comply with all requirements of the
Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the
issuance of the Bonds to assure that such interest (and original issue discount) will not become
includable in gross income for federal income tax purposes. Failure to comply with such
requirements of the Code might cause interest (and original issue discount) on the Bonds to be
included in gross income for federal income tax purposes retroactive to the date of issuance of the
Bonds. The Authority and the City have covenanted to comply with all such requirements.
6. The difference between the issue price of a Bond (the first price at which a substantial
amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at
maturity with respect to such Bond constitutes original issue discount. Original issue discount
accrues under a constant yield method, and original issue discount will accrue to a Bond owner
before receipt of cash attributable to such excludable income. The amount of original issue discount
deemed received by a Bond owner will increase the Bond owner’s basis in the applicable Bond.
Original issue discount that accrues for the Bond owner is excluded from the gross income of such
owner for federal income tax purposes, is not an item of tax preference for purposes of calculating
the federal alternative minimum tax imposed on individuals or corporations (as described in
paragraph 5 above) and is exempt from State of California personal income tax.
7. The amount by which a Bondholder’s original basis for determining loss on sale or
exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on
maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized
under Section 171 of the Code; such amortizable Bond premium reduces the Bondholder’s basis in
the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for
federal income tax purposes. The basis reduction as a result of the amortization of Bond premium
may result in a Bondholder realizing a taxable gain when a Bond is sold by the holder for an amount
equal to or less (under certain circumstances) than the original cost of the Bond to the holder.
8. Interest (and original issue discount) on the Bonds is exempt from State of California
personal income tax.
2017-06-06 Agenda Packet Page 420
D-4
Except as set forth in paragraphs 5 through 8 above, we express no opinion as to any tax
consequences related to the Bonds. Other provisions of the Code may give rise to adverse federal
income tax consequences to particular owners of the Bonds. The scope of this opinion is limited to
matters addressed above and no opinion is expressed hereby regarding other federal tax
consequences that may arise due to ownership of the Bonds.
Certain agreements, requirements and procedures contained or referred to in the Indenture,
the Lease, the Site Lease, the Assignment Agreement and the Tax Certificate and other relevant
documents may be changed and certain actions (including, without limitation, defeasance of the
Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set
forth in such documents. We express no opinion herein as to the effect on the exclusion from gross
income for federal income tax purposes of interest (or original issue discount) on any Bond if any
such change occurs or action is taken or omitted upon the advice or approval of counsel other than
Stradling Yocca Carlson & Rauth, a Professional Corporation.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings
and judicial decisions and cover certain matters not directly addressed by such authorities. Such
opinions may be affected by actions taken or omitted or events occurring after the date hereof. We
have not undertaken to determine, or to inform any person, whether any such actions are taken or
omitted or events do occur, and we disclaim any obligation to update this opinion. Our engagement
as Bond Counsel terminates upon the issuance of the Bonds.
The scope of our engagement in relation to the issuance of the Bonds has been limited solely
to the examination of facts and law incident to rendering the opinions expressed herein. We have not
been engaged or undertaken to review, confirm or verify, and therefore express no opinion herein as
to, the accuracy, completeness, fairness or sufficiency of any of the statements in the Official
Statement or any exhibits or appendices thereto or any other offering material relating to the Bonds.
In addition, we have not been engaged to and therefore express no opinion as to the compliance by
the Authority or the underwriter with any federal or state statute, regulation or ruling with respect to
the sale or distribution of the Bonds.
Respectfully submitted,
2017-06-06 Agenda Packet Page 421
E-1
APPENDIX E
THE BOOK-ENTRY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record
keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other
payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial
ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants
and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no
representations can be made concerning these matters and neither the DTC Participants nor the Beneficial
Owners should rely on the foregoing information with respect to such matters, but should instead confirm
the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent
appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in
this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to
the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b)
certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or
(c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the
Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants
will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with
the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing
with DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository
for the Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in
the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of
the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If,
however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued
with respect to each $500 million of principal amount, and an additional certificate will be issued with
respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the
New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market
instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of
The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National
Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of
AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
2017-06-06 Agenda Packet Page 422
E-2
Commission. More information about DTC can be found at www.dtcc.com. The information contained on
such Internet site is not incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of
each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and
Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the
identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to
augment the transmission to them of notices of significant events with respect to the Securities, such as
redemptions, tenders, defaults, and proposed amendments to the Security documents. For example,
Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their
benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of notices
be provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue
are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to
whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
8. Redemption proceeds and distributions on the Securities will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to
credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
“street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption
2017-06-06 Agenda Packet Page 423
E-3
proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Securities at
any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a
successor depository is not obtained, Security certificates are required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities depository). In that event, Security certificates will be printed and delivered to
DTC.
11. The information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy
thereof.
2017-06-06 Agenda Packet Page 424
City of Chula Vista
Staff Report
File#:17-0249, Item#: 13.
PRESENTATION OF THE CITY MANAGER’S PROPOSED BUDGET FOR FISCAL YEAR 2017-18
AS AMENDED PER CITY COUNCIL DIRECTION INCLUDING PROPOSED BUDGET
REDUCTIONS FOR COUNCIL CONSIDERATION
RESOLUTION OF THE CITY COUNCIL/SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY/ HOUSING AUTHORITY OF THE CITY OF CHULA VISTA ACCEPTING THE CITY
MANAGER’S PROPOSED OPERATING AND CAPITAL IMPROVEMENT BUDGETS AS AMENDED
PER CITY COUNCIL DIRECTION FOR FISCAL YEAR 2017-18 AS THEIR PROPOSED BUDGETS,
RESPECTIVELY, AND SETTING THE TIME AND PLACE FOR A PUBLIC HEARING FOR FINAL
CONSIDERATION AND ADOPTION OF SAME
RECOMMENDED ACTION
That the Council/Successor Agency/Housing Authority hear the presentation, and, provide comments
and proposed changes. If Council is prepared to approve the budget, with or without modifications,
as the City Council Proposed Budget, the City Council/Successor Agency/Housing Authority may
adopt the resolution and set the time and place for a public hearing for final consideration and
adoption of the budget.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that approval of the fiscal year
2017-18 City Manager proposed budget as the City Council proposed budget is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical
change to the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines
the actions proposed are not subject to CEQA.
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
The staff report and attachments for this item will be uploaded as they become available.
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 425
City of Chula Vista
Staff Report
File#:17-0236, Item#: 14.
SELECTION OF A DATE AND TIME FOR A MEETING OR MEETINGS TO CONDUCT INTERVIEWS
TO FILL ONE VACANCY ON THE CULTURAL ARTS COMMISSION (ARTS PROFESSIONAL SEAT)
AND ONE VACANCY ON THE CIVIL SERVICE COMMISSION
Individuals to be interviewed for the Cultural Arts Commission: Rosie Duran, Omar Firestone, Lorise
Maynard, Lisa Moctezuma, and Rosalba Ponce
Individuals to be interviewed for the Civil Service Commission: Guy Chambers, Alberto Leos, and
Julio Estrada.
RECOMMENDED ACTION
Council select a date and time for an open meeting or meetings to conduct interviews to fill one
vacancy on the Cultural Arts Commission and one vacancy on the Civil Service Commission.
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality
Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental
review is required.
Environmental Determination
The Director of Development Services has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as
defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical
change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines,
the activity is not subject to CEQA. Thus, no environmental review is required.
BACKGROUND
On May 4, 2017, the Civil Service Commission nominated three applicants to be interviewed by the
City Council to fill a vacancy on the Civil Service Commission. At the Council Meeting on May 9,
2017, the City Council nominated five applicants to be interviewed for the vacancy on the Cultural
Arts Commission. Following the nominations, the Council selected May 22, 2017, to hold an open
meeting to conduct interviews; however the scheduled meeting was cancelled. The Council is now
being asked to select a new date and time to hold interviews.
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 426
1
Kerry Bigelow
Subject:FW: City of Chula Vista – Cultural Arts Commission Interviews – Your Response
Requested
From: Omar Firestone [mailto
Sent: Wednesday, May 24, 2017 9:56 AM
To: Kerry Bigelow <KBigelow@chulavistaca.gov>
Subject: Re: City of Chula Vista – Cultural Arts Commission Interviews – Your Response Requested
Hi Kerry,
When rescheduling the Cultural Arts Commission interviews please note that I have afternoon professional
commitments that would preclude my coming in on:
• June 7
• June 8
• June 9
• June 22
• July 11
Thank you
Omar Firestone
2017-06-06 Agenda Packet Page 427
City of Chula Vista
Staff Report
File#:17-0198, Item#: 15.
Consideration of appointment of a voting delegate and alternates for the 2017 League of California Cities
Annual Conference, to be held in Sacramento, September 13 through 15. (This item was continued from
5/23/17.)
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 428
May 3, 2017
TO: Mayors, City Managers and City Clerks
RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference – September 13 – 15, Sacramento
The League’s 2017 Annual Conference is scheduled for September 13 – 15 in Sacramento. An
important part of the Annual Conference is the Annual Business Meeting (during General
Assembly), scheduled for 12:30 p.m. on Friday, September 15, at the Sacramento Convention
Center. At this meeting, the League membership considers and takes action on resolutions that
establish League policy.
In order to vote at the Annual Business Meeting, your city council must designate a voting
delegate. Your city may also appoint up to two alternate voting delegates, one of whom may vote
in the event that the designated voting delegate is unable to serve in that capacity.
Please complete the attached Voting Delegate form and return it to the League’s office
no later than Friday, September 1, 2017. This will allow us time to establish voting
delegate/alternate records prior to the conference.
Please note the following procedures that are intended to ensure the integrity of the voting
process at the Annual Business Meeting.
• Action by Council Required. Consistent with League bylaws, a city’s voting delegate
and up to two alternates must be designated by the city council. When completing the
attached Voting Delegate form, please attach either a copy of the council resolution that
reflects the council action taken, or have your city clerk or mayor sign the form affirming
that the names provided are those selected by the city council. Please note that
designating the voting delegate and alternates must be done by city council action and
cannot be accomplished by individual action of the mayor or city manager alone.
• Conference Registration Required. The voting delegate and alternates must be
registered to attend the conference. They need not register for the entire conference; they
may register for Friday only. To register for the conference, please go to our website:
www.cacities.org. In order to cast a vote, at least one voter must be present at the
1400 K Street, Suite 400 • Sacramento, California 95814
Phone: 916.658.8200 Fax: 916.658.8240
www.cacities.org
Council Action Advised by July 31, 2017
2017-06-06 Agenda Packet Page 429
Business Meeting and in possession of the voting delegate card. Voting delegates and
alternates need to pick up their conference badges before signing in and picking up
the voting delegate card at the Voting Delegate Desk. This will enable them to receive
the special sticker on their name badges that will admit them into the voting area during
the Business Meeting.
• Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting
delegate card may be transferred freely between the voting delegate and alternates, but
only between the voting delegate and alternates. If the voting delegate and alternates find
themselves unable to attend the Business Meeting, they may not transfer the voting card
to another city official.
• Seating Protocol during General Assembly. At the Business Meeting, individuals with
the voting card will sit in a separate area. Admission to this area will be limited to those
individuals with a special sticker on their name badge identifying them as a voting delegate
or alternate. If the voting delegate and alternates wish to sit together, they must sign in at
the Voting Delegate Desk and obtain the special sticker on their badges.
The Voting Delegate Desk, located in the conference registration area of the Sacramento
Convention Center, will be open at the following times: Wednesday, September 13, 8:00 a.m. –
6:00 p.m.; Thursday, September 14, 7:00 a.m. – 4:00 p.m.; and Friday, September 15, 7:30 a.m.–
Noon. The Voting Delegate Desk will also be open at the Business Meeting on Friday, but will be
closed during roll calls and voting.
The voting procedures that will be used at the conference are attached to this memo. Please
share these procedures and this memo with your council and especially with the individuals that
your council designates as your city’s voting delegate and alternates.
Once again, thank you for completing the voting delegate and alternate form and returning it to
the League office by Friday, September 1. If you have questions, please call Carly Shelby at
(916) 658-8279.
Attachments:
• Annual Conference Voting Procedures
• Voting Delegate/Alternate Form
2017-06-06 Agenda Packet Page 430
Annual Conference Voting Procedures
1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to
League policy.
2. Designating a City Voting Representative. Prior to the Annual Conference, each city
council may designate a voting delegate and up to two alternates; these individuals are
identified on the Voting Delegate Form provided to the League Credentials Committee.
3. Registering with the Credentials Committee. The voting delegate, or alternates, may
pick up the city's voting card at the Voting Delegate Desk in the conference registration
area. Voting delegates and alternates must sign in at the Voting Delegate Desk. Here they
will receive a special sticker on their name badge and thus be admitted to the voting area at
the Business Meeting.
4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates
(or alternates), and who have picked up their city’s voting card by providing a signature to
the Credentials Committee at the Voting Delegate Desk, may sign petitions to initiate a
resolution.
5. Voting. To cast the city's vote, a city official must have in his or her possession the city's
voting card and be registered with the Credentials Committee. The voting card may be
transferred freely between the voting delegate and alternates, but may not be transferred to
another city official who is neither a voting delegate or alternate.
6. Voting Area at Business Meeting. At the Business Meeting, individuals with a voting card
will sit in a designated area. Admission will be limited to those individuals with a special
sticker on their name badge identifying them as a voting delegate or alternate.
7. Resolving Disputes. In case of dispute, the Credentials Committee will determine the
validity of signatures on petitioned resolutions and the right of a city official to vote at the
Business Meeting.
2017-06-06 Agenda Packet Page 431
2017 ANNUAL CONFERENCE
VOTING DELEGATE/ALTERNATE FORM
Please complete this form and return it to the League office by Friday, September 1, 2017.
Forms not sent by this deadline may be submitted to the Voting Delegate Desk located in
the Annual Conference Registration Area. Your city council may designate one voting
delegate and up to two alternates.
In order to vote at the Annual Business Meeting (General Assembly), voting delegates and alternates must
be designated by your city council. Please attach the council resolution as proof of designation. As an
alternative, the Mayor or City Clerk may sign this form, affirming that the designation reflects the action
taken by the council.
Please note: Voting delegates and alternates will be seated in a separate area at the Annual Business
Meeting. Admission to this designated area will be limited to individuals (voting delegates and
alternates) who are identified with a special sticker on their conference badge. This sticker can be
obtained only at the Voting Delegate Desk.
1. VOTING DELEGATE
Name:
Title:
2. VOTING DELEGATE - ALTERNATE 3. VOTING DELEGATE - ALTERNATE
Name: Name:
Title: Title:
PLEASE ATTACH COUNCIL RESOLUTION DESIGNATING VOTING DELEGATE
AND ALTERNATES.
OR
ATTEST: I affirm that the information provided reflects action by the city council to
designate the voting delegate and alternate(s).
Name: E-mail
Mayor or City Clerk Phone:
(circle one) (signature)
Date:
Please complete and return by Friday, September 1, 2017
League of California Cities FAX: (916) 658-8240
ATTN: Carly Shelby E-mail: cshelby@cacities.org
1400 K Street, 4th Floor (916) 658-8279
Sacramento, CA 95814
CITY:________________________________________
2017-06-06 Agenda Packet Page 432
City of Chula Vista
Staff Report
File#:17-0244, Item#: 16.
CONFERENCE WITH LABOR NEGOTIATORS PURSUANT TO GOVERNMENT CODE SECTION
54957.6
Agency designated representatives: Gary Halbert, Glen Googins, Kelley Bacon, Simon Silva,
David Bilby, Maria Kachadoorian, Courtney Chase
Employee organization:Police Officers Association (POA)
City of Chula Vista Printed on 6/1/2017Page 1 of 1
powered by Legistar™2017-06-06 Agenda Packet Page 433