HomeMy WebLinkAbout2020-12-02 CVBFFA Agenda PacketChula Vista Bayfront Facilities Financing Authority
San Diego Unified Port District
Meeting Agenda
3165 Pacific Hwy.
San Diego, CA 92101
Virtual Meeting3:00 PMWednesday, December 2, 2020
****Pursuant to Governor Newsom’s Executive Order N-29-20 pertaining to the
convening of public meetings in response to the COVID-19 pandemic, the CHULA
VISTA BAYFRONT FACILITIES FINANCING AUTHORITY (AUTHORITY) hereby provides
notice that it will hold a regular meeting of the BOARD OF DIRECTORS OF THE
AUTHORITY (BOARD). The BOARD will attend the meeting and participate remotely to
the same extent as if they were present.
Due to Governor Newsom's Executive Order, the Board Chambers will remain closed to
the public.
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FOLLOWING NO LATER THAN 2:00 PM on Wednesday, December 2, 2020:
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will be played during the meeting.
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Page 1 San Diego Unified Port District Printed on 11/25/2020
December 2, 2020Chula Vista Bayfront Facilities
Financing Authority
Meeting Agenda
Board of Directors
Honorable City of Chula Vista Mayor Mary Casillas Salas
City of Chula Vista Councilman Stephen Padilla
Port Commissioner Ann Moore
Port Commissioner Rafael Castellanos
Port Commissioner Dan Malcolm
----------------------------------------------------------------------
A.Call to Order
B.Roll Call
C.Non-Agenda Public Comment
Each individual speaker is limited to two (2) minutes
D.Consent Items
None.
E.Action Items
1.Resolution Adopting a Debt Policy to Establish Guidelines for the Issuance and
Application of Proceeds of Debt Issuances by the Chula Vista Bayfront Facilities
Financing Authority.
F.Staff Comments
G.Board Comments
H.Adjournment
Page 2 San Diego Unified Port District Printed on 11/25/2020
4125-2682-0905.3
DATE: December 2, 2020
SUBJECT:
..Title
RESOLUTION ADOPTING A DEBT POLICY TO ESTABLISH GUIDELINES FOR THE
ISSUANCE AND APPLICATION OF PROCEEDS OF DEBT ISSUANCES BY THE
CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY
..Body
EXECUTIVE SUMMARY:
The San Diego Unified Port District (District) and the City of Chula Vista (City) entered
into a financing agreement for the Chula Vista Bayfront Master Plan on May 8, 20121
(Financing Agreement). The Financing Agreement established the framework for the
financing of the public infrastructure component (Public Infrastructure) and convention
center component (Convention Center) of the resort hotel and convention center to be
constructed by RIDA Chula Vista, LLC (RIDA) on the Chula Vista Bayfront (CVB). The
investment by the City and District in the Public Infrastructure and the Convention Center
(Public Contribution) will promote public access to, and engagement with, the water, while
enhancing the quality and protection of key habitat areas, with the ultimate goal of creating
a world-class bayfront through strong planning and design, economic feasibility and
community outreach. The Financing Agreement also contemplated the formation of a
joint exercise of powers authority by the City and the District to use as the vehicle to issue
the financing for the Public Contribution described in the Financing Agreement. The Chula
Vista Bayfront Facilities Financing Authority (Authority) was formed through that certain
Joint Exercise of Powers Agreement between the City and District dated as of May 1,
2014 and filed in the Office of the District Clerk as Document No. 61905 (Original Authority
Agreement), as amended and restated in that certain Amended and Restated Joint
Exercise of Powers Agreement between the City and District dated July 25, 2019 and
filed in the Office of the District Clerk as Document No. 70245 (Amended and Restated
Authority Agreement).
The Authority anticipates issuing tax-exempt obligations and taxable obligations
(Authority Bonds) to finance the Public Contribution. Prior to issuing any debt obligations,
a debt policy must be adopted that sets forth the guidelines for the issuance of any debt
by the Authority (Debt Policy). Adoption of the Debt Policy is required to comply with
Section 8855(i) of the California Government Code. The proposed form of the Debt Policy
is attached as Attachment A. Specifically, guidance is included in the Debt Policy covering
the application of the debt proceeds; compliance with laws, resolutions and debt
documents; the issuance of debt; types of allowable debt; goals related to planning
objectives for the purpose of the debt; use of debt proceeds; and internal controls.
RECOMMENDATION:
..Recommendation
Adopt a resolution adopting a Debt Policy to establish guidelines for the issuance and
application of proceeds of debt issuances by the Authority.
2
4125-2682-0905.3
..Body
FISCAL IMPACT:
The requested action of the Board of Directors of the Authority (Board) to adopt the Debt
Policy will not immediately result in a direct fiscal impact to the Authority, as the Board’s
current action does not authorize the use of any public funds.
DISCUSSION:
The Authority anticipates issuing Authority Bonds to finance the Public Contribution to be
applied toward the construction of Public Infrastructure and the Convention Center. Prior
to issuance of debt by the Authority, the Authority is required to adopt a Debt Policy to
comply with Section 8855(i) of the California Government Code. The Debt Policy attached
as Attachment A includes the following components:
• Purpose: Establish guidelines for the issuance and application of proceeds of
Authority Bonds. The Debt Policy is intended to help ensure that the Authority (i)
adhere to sound debt issuance practices; and (ii) establish and implement
monitoring procedures to ensure that the proceeds of proposed debt issuances
are directed to their intended use.
• Scope and Applicability of Debt Policy: The scope of the Debt Policy will provide
guidance for the proposed issuance of Authority Bonds by the Authority, together
with credit, liquidity and other ancillary instruments and agreements secured or
executed in connection with such the Authority Bonds. The Debt Policy provides
flexibility for the Board to approve the Authority Bonds and related agreements,
the terms or provisions of which deviate from this Debt Policy, provided that (i)
approval of the issuance of such Authority Bonds shall include a finding that the
issuance of such Authority Bonds is in the best interest of the Authority and (ii)
provided further that prior to approving such Authority Bonds, the Board shall have
received and reviewed a report prepared by a working group (Bond Issuance
Working Group).
• Purposes for Debt; Application of Proceeds: The Authority may issue debt,
including Authority Bonds, for any of the purposes specified in the Amended and
Restated Authority Agreement which governs the Authority, including the financing
or refinancing of facilities and infrastructure.
• Legal Authority: The Authority is authorized to plan and issue Authority Bonds for
the purposes specified in the Amended and Restated Authority Agreement. The
Debt Policy is being adopted to comply with California Senate Bill 1029 (2016),
which is set forth in Section 8855(i) of the California Government Code. Debt,
including Authority Bonds, will be authorized by resolution adopted by the Board
and debt documents to be executed by the Authority in connection with an
issuance of the Authority Bonds must be executed in accordance with the
applicable provisions of such resolution, and debt issued is required to comply with
existing agreements, if any, related to other debt issued by the Authority.
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4125-2682-0905.3
• Issuance of Debt: The proposed issuance of debt, including the Authority Bonds,
shall be submitted to, and subject to approval by, the Board. The Board will
consider a number of factors before approving the issuance of Authority Bonds,
including whether the Authority Bonds comply with the Debt Policy; the sources of
payment and security for the Authority Bonds; projected revenues from the
facilities proposed to be financed by the Authority Bonds; projected operating costs
to be financed by the Authority Bonds; impacts on debt service coverage and
credit; period over which interest is capitalized on the Authority Bonds; extent to
which the debt service should be level or non-level; and appropriate lien priority on
the proposed Authority Bonds.
• Types of Debt and Debt Features: The Authority may issue Bonds as defined in
Section 6585(c) of the California Government Code and may issue debt under
other applicable State law. Debt may be issued as long term debt or short term
debt and refunding debt may be issued. Debt features may include optional and
extraordinary redemption, interest payable on a fixed rate or variable rate basis,
multi-modal debt, debt service reserve funds, third party credit enhancement,
senior and junior lien pledges, market-rate methods of sale pricing of the debt, and
advisors, consultants and experts associated with the issuance of debt may be
engaged as provided in the Amended and Restated Authority Agreement,
Authority’s Bylaws, and the Authority’s procedures.
• Policy Goals Related to Planning Goals and Objectives: Policy goals
associated with the issuance of the Authority Bonds include issuance of debt at
the most advantageous interest and other costs consistent with prudent levels of
risk.
• Use of Proceeds and Monitoring Procedures: The Debt Policy provides for
monitoring the use of debt proceeds by the Treasurer and Auditor of the Authority,
in consultation with the Treasurer of the District when requested by the Treasurer
of the District, (i) to ensure that such proceeds are directed to their intended use;
and (ii) with respect to tax-exempt Authority Bonds, to ensure compliance with all
applicable federal tax requirements.
• Periodic Review and Modifications to the Debt Policy: The Debt Policy
provides for review at least once every three years by a committee comprised of
staff of the City designated by the City Manager of the City and staff of the District
designated by the Executive Director of the District, which shall function as a debt
policy review committee. Such committee shall review this Debt Policy and shall
prepare a report setting forth its recommendations regarding changes or
modifications to this Debt Policy, which report shall be reviewed by the Board.
Staff recommends that the Board adopt the Debt Policy to allow for the issuance by the
Authority of Authority Bonds and other debt in accordance with the Debt Policy.
Co-Counsel’s Comments:
Each Co-Counsel has reviewed this agenda sheet and the Debt Policy attached as
Attachment A as presented to him or her and approve each as to form and legality.
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4125-2682-0905.3
Environmental Review:
The proposed action by the Board, approving the Debt Policy, was adequately covered
in the Final Environmental Impact Report (FEIR) for the Chula Vista Bayfront Master Plan
(CVBMP) (UPD #83356-EIR-658; SCH #2005081077; Clerk Document No. 56562),
certified by the District on May 18, 2010 (District Resolution No. 2010-78), in addition to
an Addendum to the FEIR which was adopted by the District on August 13, 2013 (District
Resolution No. 2013-138) and a Second Addendum to the FEIR which was adopted by
the District on April 10, 2018 (District Resolution No. 2018-0069). The proposed Board
action is not a separate “project” for CEQA purposes but is a subsequent discretionary
approval related to a previously approved project. (CEQA Guidelines § 15378(c); Van de
Kamps Coalition v. Board of Trustees of Los Angeles Comm. College Dist. (2012) 206
Cal.App.4th 1036). Accordingly, the proposed Board action is merely a step-in
furtherance of the original project for which environmental review was performed and no
supplemental or subsequent CEQA has been triggered, and no further environmental
review is required.
In addition, the proposed Board action would not conflict with the Port Act of the District
or the Public Trust Doctrine.
The proposed Board direction or action does not allow for “development,” as defined in
Section 30106 of the California Coastal Act, or “new development,” pursuant to Section
1.a. of the District’s Coastal Development Permit (CDP) Regulations because they will
not result in, without limitation, a physical change, change in use or increase the intensity
of uses. Therefore, issuance of a CDP or exclusion is not required. However,
development within the District requires processing under the District’s CDP Regulations.
Future development, as defined in Section 30106 of the Coastal Act, will remain subject
to its own independent review pursuant to the District’s certified CDP Regulations, Port
Master Plan, and Chapters 3 and 8 of the Coastal Act. The Authority’s direction or action
in no way limits the exercise of the District’s discretion under the District’s CDP
Regulations. Therefore, issuance of a CDP or exclusion is not required at this time.
Equal Opportunity Program:
Not applicable.
PREPARED BY:
Stephanie Shook
Department Manager, District
Attachment(s):
A: Draft Debt Policy
1. Chula Vista Bayfront Master Plan Financing Agreement, dated May 8, 2012, on file in the Office of the District Clerk bearing
Document No. 59001
4155-1235-9197.6
CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY
DEBT POLICY
4155-1235-9197.6
I Purpose ............................................................................................................................... 1
II Scope and Applicability of Debt Policy............................................................................. 1
III Purpose for Debt; Application of Proceeds ....................................................................... 2
IV Legal Authority; Purpose for Adoption of Debt Policy; Compliance with Act and
Other Applicable Law; Resolutions; Debt Documents; and Other Agreements ............... 2
A. Legal Authority ...................................................................................................... 2
B. Purpose for Adoption of Debt Policy..................................................................... 2
C. Compliance with Act and Other Applicable Law .................................................. 3
D. Compliance with Authority Resolutions and Debt Documents ............................. 3
E. Compliance with Other Agreeements .................................................................... 3
V Issuance of Debt ................................................................................................................. 3
A. Procedures for Approval of Debt ........................................................................... 3
B. Considerations Concerning a Proposed Issuance of Debt ..................................... 4
VI Types of Debt; Debt Provisions; Debt Features; Other Matters ........................................ 4
A. Types of Debt ......................................................................................................... 4
B. Long Term Debt ..................................................................................................... 4
C. Short Term Debt .................................................................................................... 4
D. Refunding Debt ...................................................................................................... 5
E. Redemption Provisions for Debt ............................................................................ 5
F. Payment of Interest ................................................................................................ 5
G. Determination of Variable Interest Rates on Variable Rate Debt.......................... 6
H. Tender Option Debt ............................................................................................... 6
I. Multi-Modal Debt .................................................................................................. 6
J. Debt Service Reserve Funds; Investment of Debt Service Reserve Funds ........... 6
K. Investment of Debt Proceeds ................................................................................. 7
L. Third Party Credit Enhancement ........................................................................... 7
M. Lien Levels............................................................................................................. 8
N. Methods of Sale and Pricing of Debt ..................................................................... 8
O. Advisors, Consultants, Experts, Direct Purchasers and Underwriters ................... 8
VII Policy Goals Related to Planning Goals and Objectives ................................................... 8
A. Advantageous Terms at Prudent Level of Risk ..................................................... 8
B. Determination of Debt Structure and Terms .......................................................... 9
Table of Contents
Page
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4155-1235-9197.6
C. Timing of Issuance and Debt Repayment Schedule .............................................. 9
D. Amortization .......................................................................................................... 9
VIII Use of Proceeds; Monitoring Procedures; Filing Undertakings ........................................ 9
IX Periodic Review; Changes, Modifications to Debt Policy................................................. 9
4155-1235-9197.6
CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY
DEBT POLICY
Adopted [Date of Adoption]
I. Purpose
The purpose of this Debt Policy (the "Debt Policy") is to establish guidelines for the
issuance and application of proceeds of debt issuances by the Chula Vista Bayfront
Facilities Financing Authority (the "Authority"), a joint exercise of powers entity created
pursuant to Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 of the California
Government Code (as amended from time to time, the "Act") and the Joint Exercise of
Power Agreement, dated as of May 1, 2014, by and between the City of Chula Vista (the
"City") and the San Diego Unified Port District (the "Port District"), as amended and
restated by the Amended and Restated Joint Exercise of Powers Agreement, dated and
effective as of July 25, 2019 (the "JEPA Agreement"), by and between the City and the
Port District. The City and the Port District (each, a "Member of the Authority") entered
into the JEPA Agreement to undertake the financing and/or refinancing of portions of the
Chula Vista Bayfront depicted as an attachment to the JEPA Agreement. This Debt
Policy is intended to help ensure that the Authority, the governing board of the Authority
(the "Board of Directors"), the officers of the Authority, staff of each Member of the
Authority which function as staff to the Authority, staff engaged by the Authority, if any,
and such advisors, consultants and experts as shall be engaged from time to time in
connection with a proposed issuance of debt: (i) adhere to sound debt issuance practices,
which practices shall include consideration of policies (as modified and amended from
time to time, the "Authority Policies") authorized to be adopted by the Board of Directors
pursuant to the provisions of the JEPA Agreement; and (ii) establish and implement
monitoring procedures to ensure that the proceeds of proposed debt issuances are directed
to their intended use.
II. Scope and Applicability of Debt Policy
This Debt Policy shall provide guidance for the proposed issuance of debt (hereinafter
referred to as "Debt") by the Authority, together with credit, liquidity, and other ancillary
instruments and agreements secured or executed in connection with such Debt. While
adherence to this Debt Policy is recommended in applicable circumstances, the Board of
Directors recognizes that changes in the capital markets and other unforeseen
circumstances may produce situations that require exceptions or modifications to achieve
Debt Policy goals and/or are not covered by the Debt Policy. In these cases, as
circumstances warrant, the Board of Directors may approve Debt and related agreements,
the terms or provisions of which deviate from this Debt Policy, provided that (i) approval
of the issuance of such Debt shall include a finding that the issuance of such Debt is in
the best interest of the Authority and (ii) provided further that prior to approving such
Debt, the Board of Directors shall have received and reviewed a report prepared by a
working group (herein referred to as a "Bond Issuance Working Group"), which Bond
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4155-1235-9197.6
Issuance Working Group shall be designated in the manner specified in the bylaws of the
Authority adopted by the Board of Directors on July 25, 2019 (as supplemented and
amended from time to time, the "Bylaws"), and which Bond Issuance Working Group
may select such advisors, consultants, and experts as such Bond Issuance Working Group
shall determine are reasonably necessary to enable such Bond Issuance Working Group
to prepare the report herein above referred to in this Article II. Such advisors,
consultants, and experts may include, but are not limited to, feasibility consultants and
other consultants, municipal advisors and attorneys. In preparing a report, a Bond
Issuance Working Group shall take into consideration any or all of the factors identified
in Article V. B. hereof.
Provided that the requirements described in the first paragraph of this Article II are
complied with, failure by the Authority to comply with any provision of this Debt Policy
shall not affect the validity of any Debt that is otherwise duly authorized and issued.
III. Purposes for Debt; Application of Proceeds
The Authority may issue Debt for any of the purposes specified in the JEPA Agreement,
including the financing or refinancing of facilities and infrastructure. Proceeds of Debt
issued for any of the purposes specified in the JEPA Agreement may also be applied to
pay costs of issuance, to fund capitalized interest and debt service reserves, and to pay
costs incurred in connection with securing credit enhancement, including, but not limited
to, premiums payable for bond insurance and reserve fund sureties.
IV. Legal Authority; Purpose for Adoption of Debt Policy; Compliance with Act and
Other Applicable Law; Resolutions; Debt Documents; and Other Agreements
A. Legal Authority
The Authority is authorized to plan and issue Debt for the purposes specified in the
JEPA Agreement. Each issuance of Debt must be specifically authorized by the
Board of Directors.
B. Purpose for Adoption of Debt Policy
This Debt Policy is being adopted to comply with California Senate Bill 1029 (2016),
which is set forth in Section 8855(i) of the California Government Code. Cross-
references to the debt policy requirements set forth in Section 8855(i) of the
California Government Code together with references to the applicable sections of
this Debt Policy are set forth below.
1. California Government Code Section 8855(i)(1)(A): The purposes for which
Debt may be used. See Section III: Purposes for Debt; Application of Proceeds.
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4155-1235-9197.6
2. California Government Code Section 8855(i)(1)(B): The types of debt that may
be issued. See Section VI: Types of Debt; Debt Provisions; Debt Features; Other
Matters.
3. California Government Code Section 8855(i)(1)(D): Policy goals related to
planning goals and objectives. See Section VII. Policy Goals Related to Planning
Goals and Objectives.
4. California Government Code Section 8855(i)(1)(E): The internal control
procedures that the issuer has implemented, or will implement, to ensure that the
proceeds of the proposed debt issuance will be directed to their intended use. See
Section VIII: Use of Proceeds; Monitoring Procedures; Filing Undertakings.
C. Compliance with Act and other Applicable Law
All Debt shall be issued in accordance with the Act, other applicable State of
California ("State") laws, rules and regulations, and applicable federal law, rules and
regulations, including, but not limited to, the Internal Revenue Code of 1986 or any
successor thereto with respect to the issuance of tax-exempt debt, the Securities Act
of 1934, and the Securities Exchange Act of 1933.
D. Compliance with Authority Resolutions and Debt Documents
In accordance with the provisions of the JEPA Agreement and the Bylaws, Debt shall
be authorized by resolution adopted by the Board of Directors and debt documents to
be executed by the Authority in connection with an issuance of Debt shall be
executed in accordance with the applicable provisions of such resolution.
E. Compliance with Other Agreements
Debt shall be issued in compliance with other agreements, if any, entered into by the
Authority with credit or liquidity providers, bond insurers, or other third parties.
V. Issuance of Debt
A. Procedures for Approval of Debt
The proposed issuance of Debt shall be submitted to, and subject to approval by, the
Board of Directors, which shall have reviewed and considered the report prepared by
the Bond Issuance Working Group designated to review such proposed issuance of
Debt in accordance with the Bylaws.
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4155-1235-9197.6
B. Considerations Concerning a Proposed Issuance of Debt
In considering whether to approve a proposed issuance of Debt, the Board of
Directors may take into consideration any or all of the following factors, as
appropriate:
1. Whether the proposed issuance complies with this Debt Policy;
2. Source(s) of payment and security for the proposed issuance of Debt;
3. Projected revenues and other benefits from the facilities or infrastructure proposed
to be financed or refinanced from the proceeds of the proposed issuance of Debt;
4. Projected operating and other costs related to the facilities or infrastructure
proposed to be financed or refinanced from the proceeds of the proposed issuance
of Debt;
5. Impacts, if any, on debt service coverage with respect to existing Debt;
6. Impacts, if any, on credit ratings assigned to existing Debt;
7. Period, if any, over which interest on the proposed Debt should be capitalized;
8. Extent to which debt service on the proposed Debt should be level or non-level;
and
9. Appropriate lien priority of the proposed Debt.
VI. Types of Debt; Debt Provisions; Debt Features; Other Matters
A. Types of Debt
The Authority may issue Debt consisting of Bonds as such term is defined in Section
6585(c) of the Act and may issue Debt under any other applicable State law.
B. Long Term Debt
Long term debt may be issued to amortize costs over a period commensurate with the
expected useful life of the facilities or infrastructure to be financed or refinanced from
such Debt and will generally have a final maturity of at least five (5) years.
C. Short Term Debt
Short term debt may be issued to provide interim financing in anticipation of issuance
of long term debt or receipt of other funds to pay for the facilities or infrastructure
being financed on an interim basis. Short term debt shall consist of Debt of an issue
with a final maturity of less than five (5) years.
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4155-1235-9197.6
D. Refunding Debt
Debt may be issued to refund the principal of and interest on outstanding Debt in
order to: (i) achieve debt service savings; (ii) restructure scheduled debt service; (iii)
convert from or to a variable or fixed interest rate structure; (iv) change or modify the
source or sources of payment and security for the refunded Debt; or (v) modify
covenants. Debt may be issued to refund existing Debt on either a tax-exempt or a
taxable basis and, to the extent permitted by applicable federal tax laws may be issued
on a current or advanced basis. A tender offer process may be utilized to refund
existing Debt that is not otherwise subject to optional redemption.
E. Redemption Provisions for Debt
1. Optional Redemption Provisions. Optional redemption rights, with and/or
without a redemption premium, may be included if deemed desirable to meet the
objectives of the proposed Debt issuance. Redemption premiums, if any, should
not be in excess of then prevailing market standards and, to the extent possible,
consistent with the most advantageous borrowing cost. Non-callable maturities
may be considered to provide other advantageous benefits with respect to the
Debt and be used to accommodate market requirements. In evaluating optional
redemption provisions for Debt, the Authority may rely on the advice of any of
the municipal advisors it engages and information provided by the underwriter or
underwriters selected to market the Debt relating to market standards and market
requirements.
2. Extraordinary Redemption Provisions. Extraordinary redemption provisions,
including, but not limited to, redemptions relating to unspent proceeds, damage to
or destruction of the facilities or infrastructure financed or refinanced, credit-
related events or other matters, may be included if deemed desirable to meet the
objectives of the proposed Debt issuance.
F. Payment of Interest
1. Debt that bears a fixed rate of interest may be issued. Debt that bears a variable
rate of interest may also be issued.
2. Debt paying interest on a current basis, including Debt paying interest on a draw
down basis, may be issued.
3. Debt paying interest on a deferred basis (herein referred to as "Deferred Interest
Debt") may also be issued. Deferred Interest Debt, including, but not limited to,
Debt issued with the payment of actual or effective interest deferred in whole or
in part to the maturity or redemption date of such Debt or the conversion of such
Debt to a current interest-paying debt instrument (known, respectively, as capital
appreciation bonds, zero coupon bonds and convertible capital appreciation
6
4155-1235-9197.6
bonds), may be issued for a variety of purposes, including, but not limited to,
achieving optimal pricing, sizing, or debt service structuring.
G. Determination of Variable Interest Rates on Variable Rate Debt
The interest rate from time to time on Debt the interest of which is not fixed to
maturity may be determined in such manner as shall be specified in the indenture,
trust agreement, or other instrument pursuant to which the Debt is issued, including,
but not limited to, on a daily, weekly, monthly or other periodic basis, by reference to
an index, prevailing market rates or other measures, and by or through an auction or
other method.
H. Tender Options on Debt
Debt may be issued subject to the right or obligation of the holder to tender such Debt
for purchase in accordance with the provisions specified in the indenture, trust
agreement or other instrument pursuant to which the Debt is issued, including, but not
limited to, provisions enabling the holder to liquidate its position at the holder's
option or upon the occurrence of specified credit events, interest rate mode changes,
or other circumstances. The obligation to make payments to the holder upon any
such tender may be secured by: (i) a credit or liquidity facility from a financial
institution in an amount at least equal to the principal amount of the Debt subject to
tender; (ii) a liquidity or similar account into which the Authority shall deposit and
maintain an amount at least equal to the principal amount of the Debt subject to
tender; or (iii) other means of self-liquidity deemed prudent.
I. Multi-Modal Debt
Debt that may be converted between two or more interest rate modes, including, but
not limited to, a daily rate mode, a weekly rate mode, other periodically variable
interest rate modes or a fixed rate mode may be issued.
J. Debt Service Reserve Funds; Investment of Debt Service Funds
Debt may be issued that is secured by amounts on deposit in or credited to a debt
service reserve fund or account in order to minimize the net cost of borrowing and/or
to provide additional reserves for debt service or other purposes. Debt service reserve
funds may secure one or more issues of Debt, and may be funded by proceeds of
Debt, by surety policies, letters or lines of credit, or other similar instruments and/or
by other moneys available to the Authority, including funds committed by one or both
of the Members of the Authority. Surety policies, letters or lines of credit, or other
similar instruments may be substituted for amounts on deposit in a debt service
reserve fund in accordance with the provisions of the indenture, trust agreement, or
other instrument pursuant to which such Debt was issued.
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4155-1235-9197.6
Amounts in the debt service reserve funds shall be invested in accordance with the
requirements of, and by an individual authorized to direct investments designated in,
the indenture, trust agreement, or other instrument pursuant to which such Debt was
issued. Each investment selected for deposit in a debt service reserve fund by the
designated individual shall be an investment which maximizes the rate of return,
taking into account the need to (i) minimize the risk of loss, (ii) minimize volatility in
the value of such investment and (iii) maximize liquidity so that the amount invested
will be available if it is necessary to draw upon such debt service reserve fund
investment.
K. Investment of Debt Proceeds
Proceeds of Debt, including, but not limited to proceeds of Bonds, shall be invested in
accordance with all applicable State and federal laws and in accordance with the
requirements of, and by an individual authorized to direct investments designated in,
the indenture, trust agreement, or other instrument pursuant to which such Debt was
issued. Each investment selected for deposit in a fund established in connection with
the issuance of Debt shall be an investment which maximizes the rate of return,
taking into account the need to (i) minimize the risk of loss, (ii) minimize volatility in
the value of such investment and (iii) maximize liquidity so that the amount invested
will be available when necessary to draw upon such investment.
L. Third Party Credit Enhancement
Credit enhancement for Debt may be secured from third-party credit providers to the
extent such credit enhancement is available upon reasonable, competitive, and cost-
effective terms. Such credit enhancement may include, but is not limited to,
municipal bond insurance ("Bond Insurance"), letters of credit, and lines of credit
(each, a "Credit Facility," and hereinafter collectively referred to as "Credit
Facilities").
1. Bond Insurance. All or any portion of an issue of Debt may be secured by Bond
Insurance provided by one or more municipal bond insurers if it is economically
advantageous to do so, or if it is otherwise deemed necessary or desirable in
connection with a particular issue of Debt. The relative cost or benefit of Bond
Insurance may be determined by comparing the amount of the Bond Insurance
premium to the present value of the estimated interest savings to be derived as a
result of the Bond Insurance.
2. Credit Facilities. The issuance of certain types of Debt, including, but not
limited to, variable rate debt with a tender option, may require a Credit Facility
from a commercial bank or other qualified financial institution to provide
liquidity and/or credit support.
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4155-1235-9197.6
The criteria for selection of a Credit Facility provider shall include consideration
of the following: (i) long-term ratings from at least two (2) nationally recognized
credit rating agencies (each a "Rating Agency") preferably equal to or better than
those assigned to existing Debt, if any, issued by the Authority or assigned to the
Authority; (ii) short-term ratings from at least two (2) Rating Agencies; (iii)
experience providing such facilities to state and local government issuers; (iv)
willingness to agree to the terms and conditions proposed or required by the
Authority; and (v) fees, including, but not limited to, initial and ongoing costs of
the Credit Facility, draw, transfer and related fees, counsel fees, termination fees.
and any trading differential.
M. Lien Levels
Senior and junior lien pledges for each fund source which secures Debt repayment
may be created in order to optimize financing capacity.
N. Methods of Sale and Pricing of Debt
Debt may be sold via: (i) competitive bid; (ii) negotiated sale; or (iii) private
placement, including, but not limited to, direct purchase transactions. The method of
sale utilized shall be the method that: (i) is reasonably expected to produce the most
advantageous interest cost with respect to the Debt; and (ii) provides the flexibility
most desirable in connection with the structuring, timing, or terms of such Debt.
Debt may be sold at such prices, including at par, a premium, or a discount, as shall
be most likely to produce the most advantageous interest cost under then prevailing
market conditions, subject to compliance with applicable State and federal laws.
O. Advisors, Consultants, Experts, Direct Purchasers and Underwriters
Such advisors, consultants and experts as may be necessary or appropriate in
connection with a proposed issuance of Debt, including, but not limited to, feasibility
consultants and/or other consultants, municipal advisors, direct purchasers selected to
purchase Debt and/or underwriters to be selected to market Debt, may be engaged in
accordance with the provisions set forth in the JEPA Agreement, the Bylaws and
applicable Authority Policies. If required in connection with a proposed issuance of
Debt, trustees and/or paying agents may also be engaged in accordance with the
provisions set forth in the JEPA Agreement, the Bylaws, applicable Authority
Policies and the indenture, trust agreement, or other instrument pursuant to which
such Debt will be issued.
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4155-1235-9197.6
VII. Policy Goals Related to Planning Goals and Objectives
A. Advantageous Terms at Prudent Level of Risk
Debt shall be issued at the most advantageous interest and other costs consistent with
prudent levels of risk.
B. Determination of Debt Structure and Terms
The appropriate structure and terms shall be identified for each proposed issuance of
Debt.
C. Timing of Issuance and Debt Repayment Schedule
The financing schedule and schedule for repayment of Debt shall be designed so as to
take best advantage of market conditions and, if future debt issuances are
contemplated, to provide flexibility for future issuances.
D. Amortization
Long term debt shall be issued with maturities that amortize the principal of such
Debt over a period commensurate with the expected life (measured in years) provided
by the facilities or infrastructure being financed or refinanced from the proceeds of
such Debt. The weighted average maturity of such Debt (if issued as tax-exempt
debt) should not exceed one hundred and twenty percent (120%) of the reasonably
estimated weighted average life (measured in years) of the facilities or infrastructure
being financed or refinanced from the proceeds of such Debt.
VIII. Use of Proceeds; Monitoring Procedures; Filing Undertakings
The individual designated as the Treasurer and Auditor of the Authority, in consultation
with the Treasurer of the Port District when requested by the Treasurer of the Port
District, shall be responsible for: (i) monitoring the use of Debt proceeds to ensure that
such proceeds are directed to their intended use; and (ii) if the Debt is tax-exempt debt,
monitoring the use of such Debt proceeds to ensure compliance with all applicable
federal tax requirements. The individual designated as the Treasurer and Auditor of the
Authority shall be responsible for filing or causing to be filed all reports required by State
and federal law and the agreements pursued to which such Debt is issued.
IX. Periodic Review; Changes, Modifications to Debt Policy
This Debt Policy shall be reviewed at least once every three (3) years by a committee
comprised of staff of the City designated by the City Manager of the City and staff of the
Port District designated by the Executive Director of Port District, which shall function as
a debt policy review committee. Such committee shall review this Debt Policy and shall
prepare a report setting forth its recommendations regarding changes or modifications to
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4155-1235-9197.6
this Debt Policy, which report shall be reviewed by the Board of Directors. Upon
completion of this review, changes or modifications to this Debt Policy accepted by the
Board of Directors shall be approved by action of the Board of Directors.
DRAFT
Page 1 of 5
RESOLUTION 20xx-xxx
RESOLUTION ADOPTING A DEBT POLICY TO
ESTABLISH GUIDELINES FOR THE ISSUANCE
AND APPLICATION OF PROCEEDS OF DEBT
ISSUANCES BY THE CHULA VISTA BAYFRONT
FACILITIES FINANCING AUTHORITY
WHEREAS, the City of Chula Vista (City) and the San Diego Unified Port
District (District) are participating in a joint planning effort to develop the Chula
Vista Bayfront (Bayfront); and
WHEREAS, in support of this process, the District and the City entered
into a financing agreement for the Chula Vista Bayfront Master Plan on May 8,
2012 (Financing Agreement) which established the framework for the financing
of the public infrastructure component (Public Infrastructure) and convention
center component (Convention Center) of the resort hotel and convention center
to be constructed by RIDA Chula Vista, LLC (RIDA) on the Chula Vista Bayfront
(CVB); and
WHEREAS, the investment by the City and District in the Public
Infrastructure and the Convention Center (Public Contribution) will promote public
access to, and engagement with, the water, while enhancing the quality and
protection of key habitat areas, with the ultimate goal of creating a world-class
bayfront through strong planning and design, economic feasibility and community
outreach; and
WHEREAS, the Financing Agreement also contemplated the formation of a
joint exercise of powers authority by the City and District to use as the vehicle to
issue the financing for the Public Contribution described in the Financing
Agreement; and
WHEREAS, the Chula Vista Bayfront Facilities Financing Authority
(Authority) was formed through that certain Joint Exercise of Powers Agreement
between the City and District dated as of May 1, 2014 and filed in the Office of the
District Clerk as Document No. 61905 (Original Authority Agreement), as amended
and restated in that certain Amended and Restated Joint Exercise of Powers
Agreement between the City and District dated July 25, 2019 and filed in the Office
of the District Clerk as Document No. 70245 (Amended and Restated Authority
Agreement); and
WHEREAS, the Authority anticipates issuing tax-exempt obligations and
taxable obligations (Authority Bonds) to finance the Public Contribution to be
applied toward the construction of Public Infrastructure and the Convention Center;
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and
WHEREAS, prior to issuing any debt obligations, the Authority is required
to adopt a debt policy (Debt Policy) to comply with California Senate Bill 1029
(2016), which is set forth in Section 8855(i) of the California Government Code;
and
WHEREAS, the proposed form of the Debt Policy provides guidance
covering the application of the debt proceeds; compliance with laws, resolutions
and debt documents; the issuance of debt; types of allowable debt; goals related
to planning objectives for the purpose of the debt; use of debt proceeds; and
internal controls; and
WHEREAS, the Debt Policy is intended to help ensure that the Authority (i)
adhere to sound debt issuance practices; and (ii) establish and implement
monitoring procedures to ensure that the proceeds of proposed debt issuances
are directed to their intended use; and
WHEREAS, the Debt Policy provides flexibility for the Board of Directors of
the Authority (Board) to approve the Authority Bonds and related agreements, the
terms or provisions of which deviate from the Debt Policy, provided that (i) approval
of the issuance of such Authority Bonds shall include a finding that the issuance of
such Authority Bonds is in the best interest of the Authority and (ii) provided further
that prior to approving such Authority Bonds, the Board shall have received and
reviewed a report prepared by a working group (Bond Issuance Working Group);
and
WHEREAS, the Authority may issue debt, including Authority Bonds, for
any of the purposes specified in the Amended and Restated Authority Agreement
which governs the Authority, including the financing or refinancing of facilities and
infrastructure; and
WHEREAS, debt, including Authority Bonds, will be authorized by
resolution adopted by the Board and debt documents to be executed by the
Authority in connection with an issuance of the Authority Bonds must be executed
in accordance with the applicable provisions of such resolution, and debt issued is
required to comply with existing agreements, if any, related to other debt issued by
the Authority; and
WHEREAS, the proposed issuance of debt, including the Authority Bonds,
shall be submitted to, and subject to approval by, the Board which will consider a
number of factors before approving the issuance of the Authority Bonds, including
whether the Authority Bonds comply with the Debt Policy; the sources of payment
and security for the Authority Bonds; projected revenues from the facilities
proposed to be financed by the Authority Bonds; projected operating costs to be
financed by the Authority Bonds; impacts on debt service coverage and credit;
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period of which interest is capitalized on the Authority Bonds; extent to which the
debt service should be level or non-level; and appropriate lien on the proposed
Authority Bonds; and
WHEREAS, the Authority may issue Bonds as defined in Section 6585(c)
of the California Government Code and may issue debt under other applicable
State law; and
WHEREAS, debt may be issued as long term debt or short term debt and
refunding debt may be issued; and
WHEREAS, debt features may include optional and extraordinary
redemption, interest payable on a fixed rate or variable rate basis, multi-modal
debt, debt service reserve funds, third party credit enhancement, senior and junior
lien pledges, market-rate methods of sale pricing of the debt, and advisors,
consultants and experts associated with the issuance of debt may be engaged as
provided in the Amended and Restated Authority Agreement, Authority’s Bylaws,
and the Authority’s procedures; and
WHEREAS, policy goals associated with the issuance of the Authority
Bonds include issuance of debt at the most advantageous interest and other costs
consistent with prudent levels of risk; and
WHEREAS, the Debt Policy provides for monitoring the use of debt
proceeds by the Treasurer and Auditor of the Authority, in consultation with the
Treasurer of the District when requested by the Treasurer of the District (i) to
ensure that such proceeds are directed to their intended use; and (ii) with respect
to tax-exempt Authority Bonds, to ensure compliance with all applicable federal tax
requirements; and
WHEREAS, the Debt Policy provides for review at least once every three
years by a committee comprised of staff of the City designated by the City Manager
of the City and staff of the District designated by the Executive Director of the
District, which shall function as a debt policy review committee and that such
committee shall review this Debt Policy and shall prepare a report setting forth its
recommendations regarding changes or modifications to this Debt Policy, which
report shall be reviewed by the Board; and
WHEREAS, staff recommends that the Board adopt the Debt Policy to allow
for the issuance by the Authority of Authority Bonds and other debt in accordance
with the Debt Policy.
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the
Chula Vista Bayfront Facilities Financing Authority (Board), hereby adopts the Debt
Policy in the form presented to it and attached hereto as Attachment A to establish
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guidelines for the issuance and application of proceeds of debt issuances by the
Chula Vista Bayfront Facilities Financing Authority.
APPROVED AS TO FORM AND LEGALITY:
_____________________
Co-Counsel
_____________________
Co-Counsel
PASSED AND ADOPTED by the Board of Directors of the
Chula Vista Bayfront Facilities Financing Authority, this 2nd day of December
2020, by the following vote:
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Attachment A
Debt Policy
(See attached.)