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HomeMy WebLinkAbout2023-11-15 CVBFFA Agenda Packet MEETING OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Agenda Wednesday, November 15, 2023 3:00 PM Port of San Diego Don L. Nay Port Administration Boardroom 3165 Pacific Highway San Diego, CA 92101 Board of Directors Honorable City of Chula Vista Mayor John McCann City of Chula Vista Councilmember Andrea Cardenas Port Commissioner Ann Moore Port Commissioner Rafael Castellanos Port Commissioner Dan Malcolm 1. CalltoOrder 2. Roll Call 3. Non-Agenda Public Comment Each individual speaker is limited to two (2) minutes 4. Consent Items Approval of Minutes: December 13, 2021; April 13, 2022, May 11, 2022; August 31, 2022; October 19, 2022 5. Action Items Election of Officers 6. Staff Comments 7. Board Comments 8. Adjournment In compliance withthe Americanswith Disabilities Act Individuals who require disability-related modifications or accommodations, including auxiliary aids or services, to access, attend, and or participate in this meeting may contact the Port of San Diego Office of the District Clerk at (619) 686-6206. MEETING OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Minutes Monday, December 13, 2021 3:00 PM 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 Donna Morales, District Clerk for the Port of San Diego, called the meeting of the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority to order at 3:05p.m., on Monday, December 13, 2021, via Microsoft Teams meeting. B.Roll Call Board of Directors Present:Mary Casillas Salas, Rafael Castellanos, Dan Malcolm, Ann Moore, andStephen Padilla Officers Present: Joe Stuyvesant(Executive Director), and Donna Morales (Secretary) C.Non-Agenda Public Comment None. D.Consent Items 1.Approval of Minutes of September 1, 2021 2.Approval of Minutes of October 6, 2021 3. Make a finding that state and local officials continue to recommend measures to promote social distancing and enable the Board to continue to meet remotely in accordance with AB 361 4. Resolution to Change the Day and Frequency of the Regular Meetings of the Board to Every Wednesday of Each Month, Beginning January 1, 2022, and to Establish the Location of the Regular Meetings Page 1of 2 The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Castellanos, seconded by Board Member Padilla, the Board adopted the items listed on the Consent Agenda: Approval of Minutes of September 1, 2021; Approval of Minutes of October 6, 2021; Make a finding that state and local officials continue to recommend measures to promote social distancing and enable the Board to continue to meet remotely in accordance with AB 361; andResolution 2021-004to Change the Day and Frequency of the Regular Meetings of the Board to Every Wednesday of Each Month, Beginning January 1, 2022, and to Establish the Location of the Regular Meetings. The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, Moore, and Padilla E. Action Items None. F. Staff Comments No staff comments were provided. G. Board Comments No Board comments were provided. H. Adjournment The meeting adjourned at 3:08p.m. , Chair Board of Directors ATTEST: Donna Morales Secretary Page 2of 2 MEETING OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Minutes Wednesday, April 13, 2022 3:00 PM 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 Sally Raney, Deputy District Clerk for the Port of San Diego, called the meeting of the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority to order at 3:03 p.m., on Wednesday, April 13, 2022. B.Roll Call Board of Directors Present:Mary Casillas Salas, Rafael Castellanos, Dan Malcolm, Ann Moore, andStephen Padilla Officers Present: Sarah Shoen (Treasurer/Auditor), Joe Stuyvesant(Executive Director) C.Non-Agenda Public Comment None. D.Consent Items None. E. Action Items Resolution: 1.Making Findings Regarding District Virtual Meetings in Accordance with The Ralph M. Brown Act and Assembly Bill 361 The following member(s) of the public addressed the Board with agenda-related comments: None. Page 1 of 3 Moved by Board Member Padilla, seconded by Board Member Castellanos, the Board adoptedResolution No. 2022-001 -Making Findings Regarding District Virtual Meetings in Accordance with The Ralph M. Brown Act and Assembly Bill 361. The motion carried by the following vote: Yeas:Casillas Salas, Castellanos, Malcolm, Moore, and Padilla 2.Selecting the Chair and Vice Chair and Confirming the Designation of Other Officers of the Chula Vista Bayfront Facilities Financing Authority (Authority) The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Castellanos, seconded by Board Member Padilla, the Board adopted Resolution 2022-002 andreappointedMayor Casillas Salas as Chair, and Ann Moore asVice Chair,and Confirming the Designation of Other Officers of the Chula Vista Bayfront Facilities Financing Authority (Authority). The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, Moore, and Padilla 3.Authorizing the Execution and Delivery of a Letter Agreement for the Payment of Legal Services to Chapman and Cutler LLP in Conjunction with the Issuance by the Authority of Certain Bonds to Finance a Portion of the Cost ofthe Convention Center and the Phase 1A Infrastructure Improvements for the Chula Vista Bayfront The following member(s) of the public addressed the Board with agenda-related comments: None. The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, Moore, and Padilla Moved by Board Member Castellanos, seconded by Board Member Padilla, the Board adopted Resolution 2022-003Authorizing the Execution and Delivery of a Letter Agreement for the Payment of Legal Services to Chapman and Cutler LLP in Conjunction with the Issuance by the Authority of Certain Bonds to Finance a Portion of the Cost of the Convention Center and the Phase 1A Infrastructure Improvements for the Chula Vista Bayfront 4.Authorizing Changes to the Day and Frequency of the Regular Meetings of the Board of Directors to Add May 12, 2022 and May 13, 2022 as Regular Meetings, and to Establish the Location of theMay 12, 2022 and May 13, 2022 Regular Meetings The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Malcolm, seconded by Board Member Moore, the Board adopted Resolution 2022-004 AuthorizingChanges to the Day and Frequency of the Regular Meetings of the Board of Directors to Add May 12, 2022 and May 13, 2022 as Regular Page 2of 3 Meetings, and to Establish the Location of the May 12, 2022 and May 13, 2022 Regular Meetings The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, Moore, and Padilla F. Staff Comments Glen Googins, Co-General Counsel, confirmed, for the record, with the Boardthat theaction on Item 2 included theupdated designation of officers to act administratively on behalf of the Authority. G. Board Comments No Board comments were provided. H. Adjournment The meeting adjourned at 3:15p.m. , Chair Board of Directors ATTEST: Donna Morales Secretary Page 3 of 3 MEETING OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Minutes Wednesday, May 11, 2022 3:00 PM 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 Donna Morales, District Clerk for the Port of San Diego, called the meeting of the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority to order at 3:03 p.m., on Wednesday, May 11, 2022. B.Roll Call Board of Directors Present:Mary Casillas Salas, Rafael Castellanos, Dan Malcolm, Ann Moore, andStephen Padilla Board Member Malcolm was excused until he arrived at 3:05 p.m. Officers Present: Donna Morales (Secretary), Sarah Schoen (Treasurer/Auditor), and Joe Stuyvesant(Executive Director) C.Non-Agenda Public Comment None. D.Consent Items None. E. Action Items 1. Resolution Regarding Authority Virtual Meetings in Accordance with the Ralph M. Brown Act and Assembly Bill 361 The following member(s) of the public addressed the Board with agenda-related comments: None. Page 1 of 3 Moved by Board Member Casillas Salas, seconded by Board Member Castellanos, the Board adopted Resolution No. 2022-005 -Making Findings Regarding Authority Virtual Meetings in Accordance with The Ralph M. Brown Act and Assembly Bill 361. The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Moore, and Padilla Excused: Malcolm 2. Resolution Approving the Following Items in Connection with the Construction of the Resort Hotel, Convention Center, and Public Improvements on the Chula Vista Bayfront in the City of Chula Vista: A) Authorize the Execution and Delivery of the Fourth Amended & Restated Revenue Sharing Agreement, with Conditions; B) Authorize the Execution and Delivery of Bond Purchase and Continuing Covenant Agreement and the Private Sale of the Authority Bonds in Accordance therewith; C) Authorize the Execution and Delivery of the Declaration of Reciprocal Easements, with Conditions; D) Authorize the Execution and Delivery of the Convention Center Agreement, with Conditions; E) Authorize the Execution and Delivery of the Rate Lock Agreement by the Executive Director at His Discretion, with Conditions F) Authorize Actions Related to the Administration and Operation of the Authority The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Casillas Salas, seconded by Board Member Moore, the Board adopted Resolution No. 2022-006-Resolution Approving Items A –F in Connection with the Construction of the Resort Hotel, Convention Center, and Public Improvements on the Chula Vista Bayfront in the City of Chula Vista. The motion carried by the following vote: Yeas: Casillas Salas,Castellanos, Malcolm, Moore, and Padilla F. Staff Comments Joe Stuyvesant, Executive Director, confirmed with the Board that the additional meetings scheduled for May 12 and 13, could be canceled as they were no longer necessary as all the required business at this time was completed at this meeting. Page 2of 3 G. Board Comments No Board comments were provided. H. Adjournment The meeting adjourned at 3:18 p.m. , Chair Board of Directors ATTEST: Donna Morales Secretary Page 3 of 3 MEETING OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Minutes Wednesday, August 31, 2022 3:00 PM 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 Donna Morales, District Clerk for the Port of San Diego, called the meeting of the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority to order at 3:04 p.m., on Wednesday, August 31, 2022. B.Roll Call Board of Directors Present:Mary Casillas Salas, Rafael Castellanos, Dan Malcolm, and Ann Moore Excused: Stephen Padilla Officers Present: Donna Morales (Secretary), Sarah Schoen (Treasurer/Auditor), and Joe Stuyvesant(Executive Director) C.Non-Agenda Public Comment None. D.Consent Items (1) Making FindingsRegarding Virtual Meetings of the Board in Accordance with the Ralph M. Brown Act and Assembly Bill 361 The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Malcolm, seconded by Board Member Castellanos, the Board approvedMaking Findings Regarding Virtual Meetings of the Board in Accordance with the Ralph M. Brown Act and Assembly Bill 361. Page 1 of 3 The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm and Moore Excused: Padilla (2)Authorizing the Co-Counsels of the Authority to execute and deliver a second amendment to the legal services agreement with Stradling Yocca Carlson & Rauth (Stradling) for bond counsel and disclosure counsel services (Stradling contract) for a not-to-exceed amount of $1.69 million and to amend the Stradling contract to permit Co- Counsel to engage Stradling for additional special services; and (3)Authorizing changes to the frequency of the regular meetings of the Board to once a month on the third Wednesday of each month, beginning September 1, 2022, and to establish the location of the regular meetings. The following member(s) of the public addressed the Board with agenda-related comments: None. Moved by Board Member Castellanos, seconded by Board Member Malcolm, the Board approvedItems 2–3Authorizing the Co-Counsels of the Authority to execute and deliver a second amendment to the legal services agreement with Stradling Yocca Carlson & Rauth (Stradling) for bond counsel and disclosure counsel services (Stradling contract) for a not-to-exceed amount of $1.69 million and to amend the Stradling contract to permit Co-Counsel toengage Stradling for additional special services; andAuthorizing changes to the frequency of the regular meetings of the Board to once a month on the third Wednesday of each month, beginning September 1, 2022, and to establish the location of the regularmeetings. The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, and Moore Excused: Padilla E. Action Items None. F. Staff Comments No Staff Comments were provided. G. Board Comments No Board comments were provided. H. Adjournment Page 2of 3 The meeting adjourned at 3:09p.m. , Chair Board of Directors ATTEST: Donna Morales Secretary Page 3 of 3 MEETING OF THECHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY BOARD OF DIRECTORS Minutes Wednesday, October 19, 2022 3:00 PM City of Chula Vista Council Chambers 276 Fourth Avenue, Building A Chula Vista, CA 91910 A.CalltoOrder Mary Casillas Salas, Mayor, City of Chula Vista, called the meeting of the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority to order at 3:10p.m., on Wednesday, October 19, 2022, in the City of Chula Vista Council Chambers, 276 Fourth Avenue, Building A, Chula Vista, CA 91910. B.Roll Call Board of Directors Present: Mary Casillas Salas, Rafael Castellanos, Dan Malcolm, Ann Moore, and Stephen Padilla Officers Present: Joe Stuyvesant (Executive Director), Sarah Schoen, (Treasurer/Auditor) and Donna Morales (Secretary) C.Non-Agenda Public Comment None. D.Consent Items None. E. Action Items 1. Resolution Adopting and Appropriating the Annual Budget for Fiscal Year 2022 through Fiscal Year 2025 and Authorizing the Executive Director or Authorized Designee to Amend the Annual Budget and Appropriations Sarah Schoen, Director of Finance, and Adrian Del Rio, Assistant Director, Finance Department, City of Chula Vista,addressed the Board with staff’s presentation.Mr. Del Rio informed the Board that the action language changed from the language on the posted agenda and was corrected in the materials provided in theagenda packet provided to the Board. The revised language reads: Resolution Adopting and Appropriating Each Year of the Multiyear Budget for Fiscal Year 2022 through Fiscal Year 2025 and Authorizing the Executive Director or His or Her Duly Authorized Deputy to Make Certain Amendments to Each Year of the Multi- Year Budget and Appropriations. The following member(s) of the public addressed the Board with agenda-related comments: None. Board member Castellanos, and Mayor Salas provided comments and asked clarifying questions. Mr. Del Rio, and Ms. Schoen responded. Moved by Board Member Castellanos, seconded by Board Member Moore, the Board adopted Resolution 2022-008 Adopting and Appropriating Each Year of the Multiyear Budget for Fiscal Year 2022 through Fiscal Year 2025 and Authorizing the Executive Director or His or Her Duly Authorized Deputy to Make Certain Amendments to Each Year of the Multi-Year Budget and Appropriations. The motion carried by the following vote: Yeas: Casillas Salas, Castellanos, Malcolm, Moore, and Padilla F. Staff Comments None. G. Board Comments Board member Moore commented that this may be the last meeting that Mayor Salas and Councilman Padilla attend and wanted to thank them both for their contributions to make this project a success. Mayor Salas thanked Councilman Padilla, and Commissioners Moore, Castellanos, and Malcolm for their role in making this a stellar project, and that it has been a privilege to be a part of this Board. Councilman Padilla thanked Mayor Salas for her leadership, and Commissioners Moore, Castellanos, and Malcolm for seeing this project through, and it has been an honor to play a part in this process. H. Adjournment The meeting adjourned at 3:30 p.m. , Chair Board of Directors ATTEST: Donna Morales Secretary CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY RESOLUTION 20xx-xxx RESOLUTION SELECTING THE CHAIR AND VICE CHAIR AND CONFIRMING THE DESIGNATION OF THE OTHER OFFICERS OF THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY WHEREAS, the Chula Vista Bayfront Facilities Financing Authority (“Authority”) was formed through that certain Joint Exercise of Powers Agreement dated as of May 1, 2014 and recorded in the Office of the District Clerk at Document No. 61905 between the City of Chula Vista (“City”) and the San Diego Unified Port District (“District”), as amended and restated by that certain Amended and Restated Joint Exercise of Powers Agreement dated as of July 25, 2019 and recorded in the Office of the District Clerk as Document No. 70245 (the “JEPA Agreement”); and WHEREAS, District and City are the sole members of the Authority; and WHEREAS, the officers of the Authority are the Chair, Vice Chair, Secretary, Executive Director, Treasurer, and Auditor; and WHEREAS, due to the City Council appointing new Board members in accordance with the JEPA Agreement and former Mayor Mary Casillas Salas no longer serving on the Board, the Chair position is currently vacant; and WHEREAS, Port Commissioner Ann More is currently the Vice Chair; and WHEREAS, the other officers of the Authority are currently as follows: (i) Secretary – District Clerk; (ii) Executive Director – President/CEO of the District; (iii) Treasurer – Director of Finance of the City; (iv) Auditor – Director of Finance of the City; and WHEREAS, the Bylaws of the Authority require that the Chair, Vice Chair, and confirmation of the designations of officers be accomplished at the first regular or special meeting of the Authority each calendar year; and WHEREAS, the November 15, 2023 meeting is the first regular or special meeting of the 2023 calendar year; and WHEREAS, the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority desires to select the Chair and Vice Chair as well as confirm the designation of other officers as set forth in this Resolution. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority as follows: Page 1of 2 1._______________________ is hereby elected to serve as Chair of the Authority. 2. _______________________ is hereby elected to serve as Vice Chair of the Authority. 3. The designation of the following officers is confirmed: a. The District Clerk shall be the Secretary of the Authority; b. The Executive Director of the District shall be the Executive Director of the Authority; c. The Director of Finance of the City shall be the Treasurer of the Authority; and d. The Director of Finance of the City shall be the Auditor of the Authority. APPROVED AS TO FORM AND LEGALITY: CO-COUNSEL _______________________________ Thomas A. Russell, General Counsel, San Diego Unified Port District ________________________________ PASSED AND ADOPTED by the Board of Directors of the Chula Vista Bayfront Facilities Financing Authority, this 15th day of November, 2023, by the following vote: Page 2of 2