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HomeMy WebLinkAbout2008/01/22 RDA Agenda Packet I declare under penalty of perjury that I am employed by the City of Chula Vista in the \ r, Office of the City Clerk and that I posted thi~ 11~ ent on the bulletin board accordinQ ~ trequlrements. ~ :::;:~~~ I. J10~igned /tJ Cheryl Cox, Mayor/Chair Rudy Ramirez, Council/Agency Member David R. Garda, City Manager/Executive Director John McCann, CounciVAgency Member Ann Moore, City Attorney/Agency Counsel Jerry R. Rindone, Council/Agency Member Donna Norris, Interim City Clerk Steve Castaneda, Council/Agency Member ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND SPECIAL MEETINGS OF THE REDEVELOPMENT AGENCY AND PUBLIC FINANCING AUTHORITY January 22,2008 6:00 P.M. (Immediately following the City Council Meeting) Council Chambers City Hall 276 Fourth Avenue CALL TO ORDER ROLL CALL: Council/Agency/Authority Members Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox CONSENT CALENDAR (Item 1) The Council/Agency/Authority will enact the Consent Calendar staff recommendations by one motion, without discussion, unless a Council/Agency/Authority Member, a member of the public, or City staff requests that an item be removed for discussion. If you wish to speak on one of these items, please fill out a "Request to Speak" form (available in the lobby) and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed immediately following the Consent Calendar. 1. A. APPROVAL OF MINUTES of the Redevelopment Agency Special Meetings of April 24, 2007 and May 15,2007; and Regular Meetings of June 5, 2007, October 16,2007, December 4, 2007, and December 18, 2007. Staff recommendation: Agency approve the minutes. B. APPROVAL OF MINUTES of the Public Financing Authority of January 16,2007. Staff recommendation: Authority approve the minutes. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking during Public Comments may address the Council/Agency/Authority on any subject matter within the Council/Agency/Authority's jurisdiction that is not listed as an item on the agenda. State law generally prohibits the Council/Agency/Authority from taking action on any issue not included on the agenda, but, if appropriate, the Council/ Agency/Authority may schedule the topic for future discussion or refer the matter to staff. Comments are limited to three minutes. ACTION ITEMS The Item listed in this section of the agenda will be considered individually by the Council/Agency/Authority, and is expected to elicit discussion and deliberation. If you wish to speak on any item, please fill out a "Request to Speak" form (available in the lobby) and submit it to the City Clerk prior to the meeting. 2. CONSIDERATION OF VARIOUS DEBT REFUNDING OPTIONS TO GENERATE CASH FLOW AND BUDGETARY SAVINGS TO THE GENERAL FUND AS WELL AS ANNUAL DEBT SERVICE SAVINGS TO THE REDEVELOPMENT AGENCY As part of the Fiscal Year 2007/2008 budget balancing process, the Finance Department has been exploring various debt-refunding options, which would generate cash flow and budgetary savings to the General Fund. With the assistance of Harrell & Co. and E. J. De La Rosa, the following debt refunding/restructuring options were identified as providing cash flow relief to the General Fund and at the same time generating annual debt service savings to the Redevelopment Agency. (Finance Director) Staff recommendation: Redevelopment Agency adopt the following resolutions: A. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA DECLARING THE INTENT TO REFUND THE 2000 TAX ALLOCATION BONDS IF DETERMINED TO BE FINANCIALLY FEASIBLE B. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE CONSULTANT SELECTION PROCESS AS IMPRACTICAL AND APPROVING AN AGREEMENT WITH EJ. DE LA ROSA & CO. AS UNDERWRITER FOR THE REFUNDING OF THE REDEVELOPMENT AGENCY 2000 TAX ALLOCATION BONDS; W AWING THE CONSULTANT SELECTION PROCESS AS IMPRACTICAL AND APPROVING AN AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO SERVE AS FINANCIAL ADVISOR; AND AUTHORIZING THE CHAIR TO EXECUTE THE CONTRACTS Page 2 _ JI. Council/RDAlPF A Agenda htto://www.chulavistaca.gov January 22, 2008 Council Council adopt the following resolutions: C. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SUBSTITUTION OF A RESERVE FUND POLICY INTO THE RESERVE FUND FOR THE 2002 CERTIFICATES OF PARTICIPATION (POLICE FACILITY PROJECT) AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH D. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA REGARDING ITS INTENTION TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX-EXEMPT OBLIGATIONS Public Financing Authority adopt the following resolution: E. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CHULA VISTA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SUBSTITUTION OF A RESERVE FUND POLICY INTO THE RESERVE FUND FOR THE 2002 CERTIFICATES OF PARTICIPATION (POLICE FACILITY PROJECT) AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH OTHER BUSINESS 3. CITY MANAGERlDIRECTOR'S REPORTS 4. MAYOR/CHAIR'S REPORTS 5. COUNCIL/AGENCY/AUTHORITY MEMBERS' COMMENTS ADJOURNMENT The City Council and Redevelopment Agency to their Regular Meeting of February 5, 2008, at 4:00 p.m. in the Council Chambers, and the Public Financing Authority to a Special Meeting February 5, 2008 immediately following the City Council and Redevelopment Agency Meetings. In compliance with the AMERICANS WITH DISABILITIES ACT The City of Chula Vista requests individuals who require special accommodations to access, attend, and/or participate in a City meeting, activity, or service request such accommodation at least forty-eight hours in advance for meetings and five days for scheduled services and activities. Please contact the City Clerk for specific information at (619) 691-5041 or Telecommunications Devicesfor the Deaf(TDD) at (619) 585-5655. California Relay Service is also available for the hearing impaired. Page 3 - Jt. CounciVRDAlPFA Agenda hllP://Www.chulavistaca.gov January 22,2008 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA April 24, 2007 6:00 p.m. An Adjourned Regular Meeting of the City Council and a Special Meeting of the Redevelopment Agency of the City of Chula Vista was called to order at 8:32pm in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: CounciVAgencymembers: Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox ABSENT: Council/Agencymembers: None ALSO PRESENT: Interim City Manager Thomson, City Attorney Moore, City Clerk Bigelow, and Deputy City Clerk Bennett PUBLIC COMMENTS There were none. PUBLIC HEARINGS 1. CONSIDERATION OF REZONE APPLICATION (PCS-06-005), PRECISE 'PL'AN APPLICATION (PCM-07-015), AND DESIGN REVIEW APPLICATION (DRC-06-27) AND (DRC-06-28), FOR A PROJECT KNOWN AS MARSELLA VILLAS, LOCATED AT 778 THROUGH 812 ADA STREET The Marsella Villas Project requests approval of a re-zone from R-2-P, One and Two Family residence zone with a Precise Plan Modifying District, to an R-3-P, Apartment Residential zone with a Precise Plan Modifying District. Additionally, they are requesting amendment to the Precise Plan Modifying District to establish development standards for the project site such as modified building heights and building setbacks. (Planning and Building Director) Associate Planner Zumwalt presented the project location and re-zone. Mayor/Chair Cox opened the public hearing. With no members of the public who wished to speak, Mayor/Chair Cox closed the public hearing. ACTION: CounciV Agencymember Rindone moved to place the ordinance on first reading, and adopt Redevelopment Agency Resolution No. 2007-1971, headings read, texts waived. /fI-1 DRAFT PUBLIC HEARlNGS (continued) A. ORDINANCE OF THE CITY OF CHULA VISTA ADOPTING MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM IS-06-005, AMENDING THE ZONING MAPS ESTABLISHED BY MUNICIPAL CODE SECTION 19.18.010 BY REZONING THREE PARCELS LOCATED AT 778, 780, 790, 792, 794, 808, AND 812 ADA STREET FROM R-2-P (ONE AND TWO FAMILY RESIDENTIAL, PRECISE PLAN) TO R-3-P (APARTMENT RESIDENTIAL, PRECISE PLAN), ADOPTING PRECISE PLAN STANDARDS, AND ESTABLISHING A PRECISE PLAN FOR THE PARCELS (FIRST READING) B. REDEVELOPMENT AGENCY RESOLUTION NO. 2007-1971, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ADOPTING MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM IS-06-005, AND APPROVING DESIGN REVIEW PERMIT DRC-06-27 AND DRC-06-28 TO CONSTRUCT 40 TOWNHOMES ON TWO PARCELS LOCATED AT 778, 780, 790, 808, AND 812 ADA STREET, WITHIN THE MERGED CHULA VISTA REDEVELOPMENT PROJECT AREA (SOUTHWEST AREA) Council/Agencymember McCann seconded the motion and it carried 5-0. 2. CONSIDERATION OF DESIGN REVIEW APPLICATION DRC-06-33 AND CONDITIONAL USE PERMIT PCC-06-025 The Design Review Permit application requests the demolition of the former K-mart store structure and former restaurant building on the site, and construction of a 97,396 square foot retail building and associated garden center, 649 space parking lot, and project signage including wall and free-standing signage. The Conditional Use Permit application requests outside sales and display of merchandise to identify and authorize the type of items that can be sold and displayed outdoors, and to ensure that certain items specifically prohibited by Chula Vista Municipal Code are not sold or displayed outside. (Planning and Building Director) Associate Planner Zumwalt presented the proposed Home Depot Project. John Ziebarth, project applicant, addressed the main points ofthe proposed project. Mayor/Chair Cox opened the public hearing. The following members ofthe public spoke in support of the proposed project: Tony Choi, EI Tigre Foods Charles Moore, Chula Vista Chamber of Commerce Lisa Cohen, Chula Vista Chamber of Commerce Luis Gustavo Ortiz, Naples Plaza Dental Practice Rosa Camacho, Naples Plaza Dental Practice Juan Cruz, Beyer Supreme Tires Richard Diascoli, Chula Vista Chamber of Commerce Steve Palma, Southwest Civic Association Page 2 - Jt. CounciVRDA Minutes j fj-~ April 24, 2007 DRAFT PUBLIC HEARINGS (continued) Mayor/Chair Cox noted that the following members of the public did not speak, but had submitted speaker slips in support of the proposed project: Veronica Salazar Jack Blakely, Chula Vista resident Richie Macias, Chula Vista Chamber of Commerce Brett Davis, Chula Vista Chamber of Commerce Mair Nae Theresa Acerro, Jackie Lancaster, Georgie Stillman, Margaret Tuite, and Ted Kennedy, spoke jointly and recommended Council consideration to add the following six conditions for the proposed project: 1) Minimize the number of trucks using Moss Street and going behind residences; 2) Make sure none of the trucks take Moss Street to the freeway; 3) Increase the height of the 9- foot wall to 12 feet on both sides of the existing 15- foot wall; 4) Lumber off- loading needs to occur 50 feet from the property line with staging along Home Depot's wall, not 31 feet with staging at the sound wall; 5) Install motion sensitive lights and cameras behind the store and buffer area; 6) Demolition should not occur when east winds blow. There being no further members of the public who wished to speak, Mayor/Chair Cox closed the public hearing. Council/ Agencymember Ramirez requested clarification and staff responded that the minimum requirements were met by the project applicant for mitigated negative declaration, in compliance with the Environmental Quality Act (CEQA). He suggested in the future, the ability by Council to request that project applicants go beyond meeting the minimum mitigation requirements by applying a forward thinking approach with respect to project design and environmental protection. Council! Agencymember McCann stated that the benefits of the proposed project would include significant revenue for the City, provide new jobs with health benefits, and revitalization of a blighted area. He expressed the need for the City to start cutting through red tape and attracting business in a better manner. He requested staff provide a response as to why it took so long to bring the proposed project to the City. Council/ Agencymember Rindone stated he was thankful that the applicant wanted to come to the City and make a difference. He viewed the proposed project as a catalyst to remove vagrancy and drug deals, spark business, provide the ability to increase surrounding property values, and reduce traffic by providing services within the community. Additionally, the proposed project would provide a tax base for the City. He spoke in support of the project as presented. Council/ Agencymember Castaneda expressed the need to recognize issues with respect to truck traffic on Moss Street as a result of the proposed project, stating he was hopeful that resulting tax increment from the proposed project would go towards repair of the street. He then spoke in support of the proposed project, but suggested staff look at ways to limit the number of trucks going down Moss Street at certain times of the day, monitor security issues, have set standards to address unkempt storage on the property, and pay close attention to Best Management Practices (BMP's) during demolition and construction of the project, to ensure environmental safety for the surrounding neighborhood. Additionally, he recommended that gating be placed at the back side of the proposed project. ACTION: Mayor/Chair Cox moved to approve staffs recommendation and offered Redevelopment Agency Resolution No. 2007-1972, heading read, text waived. Page 3 - Jt. CouncillRDA Minutes /f}~3 April 24, 2007 DRAFT PUBLIC HEARINGS (continued) A. REDEVELOPMENT AGENCY RESOLUTION NO. 2007-1972, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ADOPTING MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING AND REPORTING PROGRAM IS-06-007, APPROVING DESIGN REVIEW PERMIT DRC-06-33 TO CONSTRUCT A NEW HOME DEPOT STORE, AND CONDITIONAL USE PERMIT PCC-06-025, TO ESTABLISH AND OPERATE PERMANENT OUTSIDE SALES AND DISPLAY MERCHANDISE, AT 1030 THIRD AVENUE WITHIN THE MERGED CHULA VISTA REDEVELOPMENT PROJECT AREA (ADDED AREA) Council/Agencymember Rindone seconded the motion and it carried 5-0. OTHER BUSINESS 3. CITY MANAGERlDIRECTOR'S REPORTS There were none. 4. MAYOR/CHAIR'S REPORTS There were none. 5. COUNCIL/AGENCY MEMBERS' COMMENTS There were none. ADJOURNMENT At 10:34 p.m. Mayor/Chair Cox adjourned the Redevelopment Agency Meeting to their Regular Meeting on April 26, 2007, at 6:00 p.m. in the Council Chambers, and the City Council back to their current meeting, then to an Adjourned Regular Meeting with the Chula Vista Redevelopment Corporation/Redevelopment Agency on April 26, 2007, and thence to their Regular Meeting on May I, 2007 at 4:00 p.m. in the Council Chambers. ~ ~ne Bennett, CMC, Deputy City Clerk Page 4 - Jt. CounciVRDA Minutes /11-4- April 24, 2007 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA May 15,2007 6:00 p.m. An Adjourned Regular Meeting of the City Council and a Special Meeting of the Redevelopment Agency of the City ofChula Vista were called to order at 8:12 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Council/Agency Members: Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox ABSENT: Council/Agency Members: None ALSO PRESENT: Interim City Manager Thomson, City Attorney Moore, City Clerk Bigelow, and Senior Deputy City Clerk Peoples PUBLIC COMMENTS There were none. ACTION ITEMS Council/Agency Member Castaneda stated that his residence was within the boundaries of the Town Centre I redevelopment area, which was part of the funding mechanism for the proposed project. Therefore, out of an abundance of caution, he would abstain from discussion and voting on this item until he received final word from the Fair Political Practices Commission as to whether or not a conflict existed. He then left the Council Chambers. 1. CITY COUNCIL RESOLUTION NO. 2007-115 AND REDEVELOPMENT AGENCY RESOLUTION NO. 2007-1974, JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AMENDMENT NO. 1 TO THE LETTER OF INTENT BETWEEN THE CITY OF CHULA VISTA, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, THE UNIFIED PORT DISTRICT OF SAN DIEGO, AND GAYLORD ENTERTAINMENT COMPANY EXTENDING THE TERM SIX MONTHS TO NOVEMBER 30, 2007 AND ALLOWING FOR AN ADDITIONAL 90-DA Y EXTENSION OF THE TERM IF NEEDED AFTER NOVEMBER 30, 2007 BY MUTUAL AGREEMENT OF ALL PARTIES, AND AUTHORIZING THE CITY MANAGERlEXECUTIVE DIRECTOR TO SIGN AMENDMENT NO.1 TO THE LETTER OF INTENT ON BEHALF OF THE CITY AND THE REDEVELOPMENT AGENCY The existing letter of intent describes in basic terms items to be negotiated related to the development of a Gaylord Hotel and Convention Center at the Chula Vista bayfront. The existing letter of intent term will expire on May 31, 2007. Adoption of 'the resolution amends the letter of intent to extend the term through November 30, 2007, with a provision allowing an additional 90-day extension of the term by mutual agreement of all parties. (Economic Development Officer) /11-5 DRAFT ACTION ITEMS (continued) Economic Development Officer Stone provided an update on the proposed project and the reason for the extension of the letter of intent. He then provided an overview of what transpired at last Tuesday's Port Commission meeting regarding the Gaylord proposal, at which a question arose regarding the size of the proposed project. In reviewing the project background, the meeting space still remained at the original 400,000 square feet. The larger number presented at the Port meeting was a composite number that included pre-function space as well as meeting space. The Port took two actions on the proposal. The frrst was to approve the extension of the letter of intent. The second was to approve Gaylord's concept of 2,000 hotel rooms and up to 400,000 square feet of convention center. Gaylord was asked to return and clarifY by next month if there were any changes or increases in the size of the convention center. Mayor/Chair Cox stated that it was critically important that the 2,000 rooms and 400,000 square- foot convention center were net useable; the community deserves this. Deputy MayorNice Chair Rindone stated that key to the Gaylord project was that it was a destination and would enhance what San Diego had to offer for the region. Lisa Cohen, CEO of the Chula Vista Chamber of Commerce and resident of Chula Vista, spoke in support of the proposed term extension. Tina Medina, General Manager of the Chula Vista Convention & Visitor's Bureau, spoke in support of the proposed term extension. ACTION: Mayor/Chair Cox moved to adopt joint City Council Resolution No. 2007-115 and Redevelopment Agency Resolution No. 2007-1974, heading read, text waived. CounciV Agency Member McCann seconded the motion, and it carried 4- 0-1 with CounciV Agency Member Castaneda abstaining. OTHER BUSINESS 2. CITY MANAGERlDIRECTOR'S REPORTS There were none. 3. MAYOR/CHAIR'S REPORTS There were none. 4. COUNCIL/AGENCY MEMBERS' COMMENTS There were none. ADJOURNMENT At 8:25 p.m. Mayor/Chair Cox adjourned the City Council to its Regular Meeting of May 22, 2007, at 6:00 p.m. in the Council Chambers, and the Redevelopment Agency to its Regular Meeting of May 24,2007, at 6:00 p.m. in the Council Chambers. ~~~~'i1F'" Lori e Peoples, MMC, Senior puti City Clerk Page 2 - Jt. CouncillRDA Minutes httn:/ /www.chulavistaca.!lov /f1-ft; May 15, 2007 DRAFT MINUTES OF A SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA June 5, 2007 4:00 p.m. A Special Meeting of the Redevelopment Agency of the City of Chula Vista was called to order at 6:31 p.m., in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agencymembers: Castaneda, McCann, Ramirez, Rindone, and Chair Cox ABSENT: Agencymembers: None CLOSED SESSION 1. CONFERENCE WITH LEGAL COUNSEL - POTENTIAL INITIATION OF LITIGATION PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 54956.9( c): One (I) case Chair Cox announced that closed session would not be held. The above item was not discussed, and no action was taken. ADJOURNMENT At 6:32 p.m., ChairCox adjourned the meeting to an Adjourned Regular Meeting on June 7, 2007, at 6:00 p.m. at the John Lippitt Public Works Center, 1800 Maxwell Road; and thence to the Regular Meeting of June 12, 2007 at 6:00 p.m. in the Council Chambers at City Hall. ~ ./' Lorraine Bennett, CMC Deputy City Clerk ~ :::--- / A ~.1 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A REGULAR MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA October 16,2007 6:00 p.m. An Adjourned Regular Meeting of the City Council and a Regular Meeting of the Redevelopment Agency of the City of Chula Vista were called to order at 6:41 p.m. in the Council Chambers, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: ABSENT: Agency/Councilmembers: Castaneda, McCann, Ramirez, Rindone, and Mayor Cox Agency/Councilmembers: None ALSO PRESENT: Executive Director/City Manager Garcia, City Attorney Moore, Senior Deputy City Clerk Peoples, and Deputy City Clerk Bennett PUBLIC COMMENTS There were none. CONSENT CALENDAR (Item 1) 1. APPROVAL OF MINUTES of the Special Meeting of August 7, 2007, and the Regular Meeting of August 14, 2007. Staff recommendation: Agency approve the minutes. ACTION: Agency Member McCann moved to approve staff recommendation and offered the Consent Calendar, heading read, text waived. Agency Member Ramirez seconded the motion and it carried 5-0. ACTION ITEMS 2. CONSIDERATION OF SOUTHWEST COMMUNITY STRENGTHENING STRATEGIES UPDATE The report on the Southwest Community Strengthening Strategies, includes the introduction of a process management consultant; a report on the National League of Cities Roundtable, and a brief status update on efforts to date and the next steps to be taken. (Acting Community Development Director/Planning and Building Director) Mayor/Chairwoman Cox provided an overview of the Southwest Community Strengthening Strategies program. /11-g DRAFT ACTION ITEMS (continued) Agency/Councilmember Ramirez spoke regarding his participation at the National League of Cities Roundtable, and provided an overview of the outcome of his participation. Development Planning Improvement Manager Lytle provided a summary of what the Chula Vista participants learned and how they would be using an asset-based approach for implementation. Community Development Specialist Johnson provided the draft VISIOn statement and future actions to be taken including the goals and first steps as well as conclusion. Ms. Johnson also stated that staff would welcome any suggestions for a catchier name for Southwest Community Strengthening Strategies. Romero Gonzalez, representing the Chula Vista Library, expressed excitement about the prospect of engaging the community, and connecting them with resources to increase their quality of life. Norberto Salazar, Chula Vista resident representing the Southwest Chula Vista Civic Association requested Council keep in mind that the implementation of the program would not just bring money to the City, but also help the disenfranchised members of the community. Steve Palma, Chula Vista resident, spoke in support of the strategies, and stated that the City could count on volunteers and residents of Southwest Chula Vista to accomplish their goals. Christopher Lewis, representing the Chula Vista Redevelopment Corporation, pledged the organizations continued support for citizens to build their own community and leverage the assets of the City to create the quality of life everyone wants. Agency/Councilmember Rindone strongly encouraged staff to include as part of the strategies' goals, flushing out of small business loans. He also asked staff's consideration of the following acronyms for a strategies title: SCRIPT (Southern Chula Vista Revitalizing It's People for Tomorrow); SCREEN (Southern Chula Vista Revitalizing and Enriching Every Neighborhood). Agency/Councilmember Castaneda stated he was excited about the efforts being embarked upon with the City partnering with the neighborhoods of Southwest Chula Vista. He then requested the status of an ordinance he had proposed when he first came into office, pertaining to the limiting of predatory check cashing locations. OTHER BUSINESS 3. CITY MANAGER/DIRECTOR'S REPORTS There were none. 4. MAYOR/CHAIR'S REPORTS There were none. Ift-9 DRAFT 5. COUNCIL/AGENCY MEMBERS' COMMENTS There were none. ADJOURNMENT At 7:23 p.m., Mayor/Chairwoman Cox adjourned the Redevelopment Agency to the Regular Meeting of November 6, 2007, at 4:00 p.m. in the Council Chambers. Page 3 - Jt. Council/RDA Minutes htto:IIWWw.chU1aVi}ta;~r: / 0 October 16, 2007 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A REGULAR MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA December 4, 2007 4:00 p.m. An Adjourned Regular Meeting of the City Council and a Regular Meeting of the Redevelopment Agency of the City. of Chula Vista were called to order at 6:43 p.m. in the Council Chambers, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: ABSENT: ALSO PRESENT: Council/Agency Members: Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox Council/Agency Members: None City Manager/Executive Director Garcia, City Attorney/General Counsel Moore, City Clerk Bigelow, and Deputy City Clerk Bennett CONSENT CALENDAR (Items I through 3) Items I, 2 and 3 were considered separately. Agency Member Castaneda stated he would be abstaining from voting on Items 2 and 3, due to the location of property he owns. 1. APPROVAL OF MINUTES of the Special Meeting of June 19,2007 and the Regular Meeting of October 2,2007. Staff recommendation: Agency approve the minutes. ACTION: Agency Member Castaneda moved to approve Item I, heading read, text waived. Vice Chair Rindone seconded the motion and it carried 5-0. 2. CONSIDERATION OF APPROVAL OF IMPLEMENTATION AGREEMENT WITH ROHR, INC. OPERATING AS BF GOODRICH AEROSTRUCTURES GROUP, AND THE TRANSFER OF THE RADOS PARCEL AT 798 F STREET IN CHULA VISTA TO ROHR, INC. Adoption of the resolution completes the transfer of ownership of land at 798 F Street in the Bayfront Redevelopment Project Area to BF Goodrich. (Redevelopment Agency Executive Director) Staff recommendation: Agency adopt the following resolution: lA-II DRAFT CONSENT CALENDAR (Continued) RESOLUTION NO. 2007-1984, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING THE IMPLEMENTATION OF. THE AGENCY-BFG LAND TRANSFER AGREEMENT AND ANY NECESSARY DOCUMENTS BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROHR, INC., OPERATING A BFGOODRICH AEROSTRUCTURES GROUP, TO TRANSFER THE RADOS PARCEL AT 798 F STREET IN CHULA VISTA TO ROHR, INC., AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE THE IMPLEMENTATION AGREEMENT, AND APPROVING THE GRANTING OF AN EASEMENT TO THE CITY OF CHULA VISTA ACTION: Agency Member Ramirez moved to approve staffs recommendation and offered Agency Resolution No. 2007-1984, heading read, text waived. Agency Member McCann seconded the motion and it carried 4-0-1, with Agency Member Castaneda abstaining, due to the proximity of his property to the parcel. 3. COUNCIL RESOLUTION NO. 2007-286, AND REDEVELOPMENT AGENCY RESOLUTION NO. 2007-1985, RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A 90-DA Y EXTENSION OF THE TERM OF THE PREVIOUSLY APPROVED LETTER OF INTENT AND AMENDMENT NO. 1 TO THE LETTER OF INTENT BETWEEN THE CITY OF CHULA VISTA, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, THE SAN DIEGO UNIFIED PORT DISTRICT AND GAYLORD ENTERTAINMENT, AND AUTHORIZING THE CITY MANAGERlEXECUTIVE DIRECTOR TO SIGN THE EXTENSION AGREEMENT ON BEHALF OF THE CITY AND THE REDEVELOPMENT AGENCY Adoption of the resolution approves a 90-day extension to the Letter ofIntent, extending the term to February 28, 2008, and authorizes the City Manager/Executive Director to sign on behalf of the City and the Redevelopment Agency. (City Manager) Staff recommendation: Council!Agency adopt the resolution. ACTION: Mayor/Chair Cox moved to approve staffs recommendation and offered Council Resolution No. 2007-286 and Redevelopment Agency Resolution No. 2007-1985, heading read, text waived. Deputy Mayor/Agency Member Rindone seconded the motion and it carried 4-0-1 with Council! Agency Member Castaneda abstaining, due to the proximity of his property to the bayfront. ITEMS REMOVED FROM THE CONSENT CALENDAR There were none. Page 2 - CounciVRD A Minutes / /1 ) ~'\ ri- " c:::7 December 4, 2007 DRAFT PUBLIC COMMENTS There were none. OTHER BUSINESS 4. CITY MANAGER/DIRECTOR'S REPORTS There were none. 5. MA YORlCHAIR'S REPORTS There were none. 6. COUNCIL/AGENCY MEMBERS' COMMENTS There were none. ADJOURNMENT At 6:47 p.m., Mayor/Chair Cox adjourned the meeting to the Regular Meeting of December 18, 2007, at 6:00 p.m. in the Council Chambers. ~ Lorraine Bennett, CMC, Deputy City Clerk Page 3 - CouncillRDA Minutes . fI~ J '? / -::) December 4, 2007 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A REGULAR MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA December 18, 2007 6:00 p.m. An Adjoumed Regular Meeting of the City Council and a Regular Meeting of the Redevelopment Agency of the City of Chula Vista were called to order at 8:49 p.m. in the Council Chambers, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Council/Agency Member: Castaneda, McCann, Ramirez, RiIidone, and Mayor/Chair Cox ABSENT: Council/Agency Member: None ALSO PRESENT: City Manager/Executive Director Garcia, City Attorney/General Counsel Moore, Assistant City Clerk Norris, Senior Deputy City Clerk Peoples CONSENT CALENDAR (Item 1) 1. COUNCIL RESOLUTION NO. 2007-303 AND AGENCY RESOLUTION NO. 2007- 1986, JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING THE 2008 LEGISLATIVE PROGRAM On December 6, 2007, the City Council/Redevelopment Agency considered and approved amendments to Council Policy 300-01, "Organization and Procedures on Legislative Matters Affecting the City of Chula Vista." The Council/Agency also reviewed the proposed 2008 legislative Program and requested amendments to that document. This report reflects those amendments. (City Manager) Staff recommendation: Council/Agency adopt the resolution. ACTION: Mayor/Chair Cox moved to approve staffs recommendation and offered Consent Item sl, heading read, text waived. Council/Agency Member Castaneda seconded the motion, and it carried 5-0. ITEMS REMOVED FROM THE CONSENT CALENDAR There were none. If)- It DRAFT PUBLIC COMMENTS There were none. OTHER BUSINESS 2. CITY MANAGERlEXECUTIVE DIRECTOR'S REPORTS There were none. 5. MAYOR/CHAIR'S REPORTS There were none. 6. COUNCIL/AGENCY MEMBERS' COMMENTS There were none. ADJOURNMENT At 8:51 p.m., Mayor/Chair Cox adjourned the meeting to the Regular Meeting of January 15, 2008, at 6:00 p.m. in the Council Chambers. ~~p~r~ryC;ryCI&k Page 2 - Jl. Council/RDA Minutes /11 ~- it.-..... .! ....J December 18, 2007 DRAFT MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND SPECIAL MEETING OF THE PUBLIC FINANCING AUTHORITY OF THE CITY OF CHULA VISTA January 16, 2007 6:00P.M. An Adjourned Regular Meeting of the City Council and a Special Meeting of the Public Financing Authority of the City of Chula Vista were called to order at 10:48 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Council! Authority Members: Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox ABSENT: Council!AuthorityMembers: None ALSO PRESENT: Interim City Manager Thomson, City Attorney Moore, Senior Deputy City Clerk Peoples, and Deputy City Clerk Bennett PUBLIC COMMENTS Steve Pavka, Chula Vista resident, expressed concern about a new ordinance used as tax revenue, resulting in an unfair, unjust tax or fee. He asked how to place an item'on the agenda to allow the Council to discuss changes that need to be made. Council!Authority Member Ramirez asked Mr. Pavka to contact his office to make an appointment to discuss his concerns. ACTION ITEMS 1. CONSIDERATION OF AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2006 Presented for Council! Authority information and acceptance are the audited financial statements for the fiscal year ended June 30, 2006, as prepared by the independent audit firm of Moreland and Associates, Inc. The City's annual financial reports received an unqualified (clean) opinion from the independent audit firm. (Finance Director/Treasurer) Finance Director/Chief Financial Officer Kachadoorian introduced Kathryn Beseau, partner in the firm of Moreland and Associates, who stated that the City received a clean opinion and offered to answer any questions. Council! Authority Member McCann asked what was meant by a clean opinion. Ms. Beseau responded that a clean opinion meant that nothing had come to the auditors' attention during their review that indicated any misstated information in the books. Part of the audit included a review of internal controls to check their reliability, and no material weaknesses or insufficiencies were found. The auditors did, however, find some minor housekeeping items that were presented to staff in a management letter. Council! Authority Member McCann asked if the suggestion to have the most recent pay document on file could be in an electronic format. Ms. Beseau responded affirmatively. ) 13,. ( DRAFT ACTION ITEMS (continued) Chair Cox thanked staff and Ms. Beseau for providing the information and clarification on the audit process, and expressed hope that the independent financial review would provide a much better feeling of where the City will be in the next 10 years. ACTION: Council/Authority Member Castaneda, moved to accept the fiscal year 2005-2006 financial statements. Council/Authority Member McCann seconded the motion, and it carried 5-0. OTHER BUSINESS 2. CITY MANAGERlDIRECTOR'S REPORTS There were none. 3. MAYOR/CHAIR'S REPORTS There were none. 4. COUNCIL/AUTHORITY MEMBERS' COMMENTS There were none. ADJOURNMENT At 11:04 p.m., Mayor/Chair Cox adjourned the Council to an adjourned regular meeting on January 18, 2007, at 4:00 p.m., and the Public Financing Authority until further notice. ~'~~I" Page 2 - Jt. Council/PF A Minutes /8- d- January 16, 2007 CITY COUNCIL AGENDA STATEMENT JANUARY 22, 2008 Item 2.. ITEM TITLE: Redevelopment Agency: A. Resolution of the Redevelopment Agency of the City of Chula Vista declaring the intent to refund the 2000 Tax Allocation Bonds if determined to be financially feasible B. Resolution of the Redevelopment Agency of the City of Chula Vista waiving the consultant selection process as impractical and approving an agreeRlent with EJ. De La Rosa & Co. as underwriter for the refunding of the Redevelopment Agency of the City of Chula Vista 2000 Tax Allocation Bonds; waiving the consultant selection process as impractical and approving an agreement with Harrell & Company Advisors, LLC to serve as financial advisor; and authorizing the Chair of the Agency to execute the contracts City Council: C. Resolution of the City Council of the City of Chula Vista authorizing the execution and delivery of documents relating to the substitution of a reserve fund policy into the reserve fund for the 2002 Certificates of Participation (Police Facility Project) and authorizing and directing certain actions in connection therewith. D. Resolution of the City Council of the City of Chula Vista regarding its intention to reimburse expenditures from the proceeds of Tax-Exempt Obligations Public Financing Authority: E. Resolution of the Board of Directors of the Chula Vista Public Financing Authority authorizing the execution and delivery of documents relating to the substitution of a reserve fund policy into the reserve 2-1 JANUARY 22, 2008 Item 2- Page 2 of8 SUBMITTED BY: REVIEWED BY: fund for the 2002 Certificates of Participation (Police Facility Project) and authorizing and directing certain actions in connection therewith. DIRECTOR OF FINANCEfTREASURER~ Cm MANAGER ~ 4/STHS VOTE: YES D NO 0 BACKGROUND As part of the fiscal year 2007-08 budget balancing process, the Finance Department has been exploring various debt refunding options which would generate cash flow and budgetary savings to the General Fund. With the assistance of Harrell & Co. and EJ. De La Rosa, the following debt refunding/restructuring options were identified as providing cash flow relief to the General Fund and at the same time generating annual debt service savings to the Redevelopment Agency. . Refunding the 2000 TABS for present value debt service savings of 3.4% to the Redevelopment Agency. The refunding would also provide some cash flow relief which we anticipate will be needed to mitigate any additional State takeaways due to the State's current fiscal crisis. An additional $3.7 million (estimated) would be added to the refunded bonds, which would be used by the Agency to repay the Generai Fund for outstanding loans. In order to be in compliance with tax laws, which require that these funds be used towards the construction of public facilities, staff recommends that upon repayment these funds be applied by the City to meet the General Fund's obligation to the Civic Center or other Public Facility Development Impact Fee Fund (PFDIF) related projects. . Purchase of a bond debt service reserve fund surety for the 2002 COPS which would provide cash flow relief to both the General Fund ($755,000 estimated) and PFDIF ($1.7 million estimated). The next scheduled debt service payments for the 2002 COP and 2000 TABS are February1 and March 1, respectively. In order to generate budgetary savings and cash flow savings in the current fiscal year we need to proceed in a timely manner. Therefore, we are requesting a waiver of the consultant selection process in accordance with Chula Vista Municipal Code 2.56.070.B3. EJ. De La Rosa & Co. has extensive experience in structuring and marketing tax allocation obligations for California cities. EJ. De La Rosa served as the underwriter for the Redevelopment Agency's 2006 Refunding Tax Allocation Bonds. They possess the expertise and knowledge to assist the Agency in providing requisite underwriting services for this refunding. 2-2 JANUARY 22, 2008 Item 2. Page 3 0[8 Harrell & Co. has previously performed quite extensive reviews of the City/Agency outstanding debt in an effort to determine if there were any economically viable candidates for refinancing. Harrell and Co. served as the financial advisor on the 2000 Tax Allocation Bonds and the 2006 Refunding Tax Allocation Bonds for the Redevelopment Agency and various COPs for the City. Their knowledge of the Agency and expertise in the area of financial consulting will assist the Agency in refunding these bonds. ENVIRONMENTAL REVIEW N/A RECOMMENDATION That the following resolutions be approved: Redevelopment Agency: A. Resolution of the Redevelopment Agency of the City of Chula Vista declaring the intent to refund the 2000 Tax Allocation Bonds if determined to be financially feasible B. Resolution of the Redevelopment Agency of the City of Chula Vista waiving the consultant selection process as impractical and approving an agreement with EJ. De La Rosa & Co. as underwriter for the refunding of the Redevelopment Agency of the City of Chula Vista 2000 Tax Allocation Bonds; waiving the consultant selection process as impractical and approving an agreement with Harrell & Company Advisors, LLC to serve as financial advisor; and authorizing the Chair of the Agency to execute the contracts City Council: C. ,Resolution of the City Council of the City of Chula Vista authorizing the execution and delivery of documents relating to the substitution of a reserve fund policy into the reserve fund for the 2002 Certificates of Participation (Police Facility Project) and authorizing and directing certain actions in connection therewith. D. Resolution of the City Council of the City of Chula Vista regarding its intention to reimburse expenditures from the proceeds of Tax- Exempt Obligations Public Financing Authority: E. Resolution of the Board of Directors of the Chula Vista Public Financing Authority authorizing the execution and delivery of 2-3 JANUARY 22, 2008 Item~ Page 4 of 8 documents relating to the substitution of a reserve fund policy into the reserve fund for the 2002 Certificates of Participation (Police Facility Project) and authorizing and directing certain actions in connection therewith. BOARDS/COMMISSION RECOMMENDATION If Council/Redevelopment Agency authorizes the Finance DirectorjTreasurer to proceed with the 2000 TAB refunding, staff will present the financing plan to the Chula Vista Redevelopment Corporation Board members at the January 24, 2008 meeting. DISCUSSION As part of the fiscal year 2007-08 budget balancing process, the Finance Department has been exploring various debt refunding options which would generate cash flow and budgetary savings to the General Fund, In doing so, we have also identified some options which would generate debt service savings to the Redevelopment Agency and improve the cash reserves of the Public Facilities Development Impact Fee fund which is experiencing some strains due to the significant slow down in the housing market. 2000 Tax Allocation Bonds - Refundina/Restructurina In May 2000, the City/Redevelopment Agency approved the issuance of $17.0 million in Tax Allocation Bonds to repay outstanding interfund loans, raise capital for projects, eliminate deficit balances in the project areas as well as fund staff and operating costs on an ongoing basis. As of June 30, 2007, there was $15.5 million in outstanding bonds with a net interest cost of 5.32% and a final maturity date of 2030. Based on preliminary research conducted by Harrell & Co., strictly on a contingent fee basis, it appears that the Agency would save approximately $40,000 per year on their annual debt service payments as a result of a refunding under current market conditions with an assumed interest rate of 4.4%. As of June 30, 2007, the Redevelopment Agency owes the General Fund $30.3 million primarily due to the Town Centre II Certificates of Participation. Beginning in fiscal year 2007-08 the debt service payments have been paid directly by the Redevelopment Agency. In order to reduce the outstanding loan and to assist in relieving the City's fiscal stress, an additional $3.7 million (est.) will be added to the principal of the refunded bonds and used to repay the General Fund. For federal tax purposes bond proceeds need to be spent within three years. Repayment of Agency interfund loans are not treated as expenditure of bond proceeds, for those purposes, expenditures of bond proceeds will be tracked through the timely capital expenditures of repaid funds. 2-4 JANUARY 22, 2008 Item 2. Page 5 of8 2000 TAB Refundina/Restructurina Source of Funds Tax Allocation Bond Proceeds Total $3,732,000 $3,732,000 Use of Funds Debt Service Payment 2004/2006 COPs Reimburse PFDIF for Capital Projects Total $850,000 $2,882,000 $3,732,000 If this resolution is approved, finance staff will continue to work with Harrell and Co., EJ. De La Rosa and the Agency's Bond Counsel firm of Stradling, Yocca, Carlson & Rauth to analyze all facets of the potential refunding/restructuring, and proceed with the preparation of the necessary legal documents for Agency approval to authorize the sale of the refunding bonds on a "negotiated basis". A negotiated sale is best described as a "pre-marketed" sale given the ample time provided to a) structure the bonds to meet (ever changing) investor preferences b) explain the credit of the Agency to the complete satisfaction of prospective investors, and c) create investor capacity to purchase the bonds by working with investors to sell current holdings to generate investable cash and provide flexibility in timing the actual sale of bonds. A negotiated sale includes a pre-selection of an underwriter and a negotiated interest cost, based on market conditions at the time of the sale. Due to the various complexities surrounding the project areas and time being of the essence, this potential refunding lends itself to a negotiated sale. This will allow ample time and opportunity to address any questions. 2002 Certificates of ParticiDation (COP) Bond Surety ODtion In 2002, the City issued $60.1 million in Certificates of Participation to fund the construction of the new police facility. In connection with this issuance, a debt service reserve fund was established under the Trust Agreement and funded with proceeds of the certificates in the amount of $4,063,500. Under the Trust Agreement, the City has the option to fund the reserve fund with a letter of credit, a bond insurance policy or other credit facility instead of cash. In order to create some current year budgetary and cash flow savings to both the General Fund and PFDIF, staff is recommending that the Council authorize the Finance Director to substitute the cash-funded reserve with a bond insurance policy, letter of credit or other credit facility as allowed under the Trust Agreement. 2-5 2002 COP - Bond Surety Ootion Debt Service Reserve Fund General Fund $2,275,560 Est. Surety Premium (Insurance) GIC Fee Total Expenses ($45,441) ($77,168) ($122,609) Total Source of Funds (est) $2,152,951 JANUARY 22, 2008 ItemL Page 6 of 8 PFDIF Total Funds $1,787,940 $4,063,500 ($35,759) ($60,632) ($96,391) ($81,200) ($137,800) ($219,000) $1,691,549 $3,844,500 GIC - Guaranteed Investment Contract Fee incurred for termination of investment contract. Prooosed Uses of Available Funds Scheduled Debt Svc Pmt. (Feb. 1) Civic Center Project Total Use of Funds (est) General Fund $755,000 $1,398,000 $2,153,000 PFDIF Total Funds $0 $755,000 $1,691,500 $3,089,500 $1,691,500 $3,844,500 In order to comply with federal tax laws the $3,089,500, which is net of the scheduled debt service payment, must be used towards caoital exoenditures. As stated in the February 20, 2007 staff report presented to the City Councii, the General Fund share of the Civic Center Phase III project was $1.3 million. Staff had proposed to borrow these funds from the PFDIF, which the General Fund would pay back over a 20-year period at an estimated interest rate of 5% with annual payments beginning in fiscal year 2008-09. With this proposal, the General Fund will have the necessary funds to appropriate towards the Civic Center project and avoid the interfund loan and interest costs altogether. ADDointment of Financina Team Redevelopment Agency financing is complex in nature due to the various project areas, long-term revenue projections and rating agency coordination. Suzanne Harrell, the principal representative of Harrell & Co. has previously performed quite extensive reviews of the City/Agency outstanding debt in an effort to determine if there were any economically viable candidates for refinancing. Ms. Harrell has served as financial advisor on the 2000 Tax Allocation Bonds for the Redevelopment Agency and various City Certificates of Participation. Due to Harrell & Co's. in-depth understanding of the City and Agency, staff is requesting Council waive the normal selection process as impractical. Harrell & Co. wiil assist the Agency in negotiating the interest rates on the bonds with the underwriter to ensure 2-6 JANUARY 22, 2008 Item~ Page 7 of8 that the Agency achieves fair market interest rates. The cost of serving as a Financial Advisor to refund these bonds will be approximately $77,000 plus expenses. E. J. De La Rosa & Co. ranks as one of the top underwriters of California municipal bonds. Raul Amezcua, with EJ. De La Rosa, served as the underwriter for the Redevelopment Agency's 2006 Refunding Bonds. His extensive knowledge related to the project areas will be instrumental in communicating with potential investors. The fee proposed by the Underwriter is 0.82% ($8.20 per thousand) of the par amount of the bonds based on obtaining a AAA rating for the bonds. The City and Agency have contracted with Stradling, Yocca, Carlson & Rauth to provide Bond Counsel services. Their primary focus is on public finance, public law, tax, general corporate law, corporate securities, real estate, litigation, labor, estate planning, pension and profit sharing. The firm has served as bond counsel on the various COPs issued by the City over the past S years as well as recent TAB refundings. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and Redevelopment Agency members and has found a confiict exists with Councilj Agency members Jerry Rindone (Resolutions A, B, C, D & E), Rudy Ramirez (Resolutions A, B & D) and Steve Castaneda (Resolutions C & E) having holdings within 500 feet of the boundaries of the property which is the subject of this action. FISCAL IMPACT 2000 Tax Allocation Bonds Refundina/Restructurina: Based on preliminary projections, the refunding would provide an annual debt service savings to the Redevelopment Agency of $40,000 or a net present value of $500,000 over the remaining 22 years of the bonds based on an assumed interest rate of 4.4%. However, as part of the financing plan, the term of the debt will be extended out an additional 6 years to take better advantage of the project areas term to collect tax increment and repay debt and to restructure and reduce debt service by an additional $250,000 in each of the first 5 years. All costs of issuance, including the cost of the underwriter, bond counsel, disclosure documents etc. will be paid from the bond proceeds. The fees are summarized as follows: Financial Advisor - A fee of $77,000 is contingent on refunding of the bonds plus expenses. Underwriter - The fee is .82% of the par amount of the bonds or $164,000 based on an estimated bond sizing of $20.0 million. Bond Counsel - A fee of approximately $80,000, which includes $30,000 for disclosure counsel work, based on an existing two-party agreement. 2-7 JANUARY 22, 2008 Item~ Page 8 of 8 The City/RDA Finance Director will continue to work with Harrell & Co, financial advisor, Stradling, Yocca, Carlson & Rauth, bond counsel and EJ. De La Rosa, underwriter, to proceed with the refunding/restructuring of the 2000 TABS. Further detail of costs and projected savings will be provided to Council when staff returns for final approval of the refunding proposal. 2002 COP Bond Insurance Ootion There would be a positive budgetary impact to the General Fund of approximately $755,000 in fiscal year 2007-08 from this component of the financing plan. Funding for the General Fund's obligation related to the Civic Center Project Phase III of approximately $1.3 million would also be available thereby saving the General Fund approximately $786,000 in interest costs by avoiding an inter-fund loan. As mentioned in the January 8, 2008 staff report related to the Civic Center Phase III contract amendment, due to the significant slow down in the housing market, staff had anticipated that an interfund loan or bond restructuring may be necessary to avoid a deficit in the PFDIF fund at the end of the current fiscal year. This financing option would generate cash flow savings to the PFDIF fund of approximately $1.7 million, which would assist in avoiding a deficit in the fund. The cost of "cashing out" the debt service reserve fund for bond insurance would be approximately $317,671 ($98,601 net present value of foregone interest earnings from the debt service reserve fund, $81,200 Insurance Premium and $137,800 Guaranteed Investment Contract breakage fee). The costs would be taken from the cash balance of the debt reserve fund and therefore do not require any appropriations. The numbers presented within this staff report are estimates and may change once the final financing plan is completed. The estimated cash funds available may also be modified to ensure that the CityfRDA is in compliance with all applicable tax laws. ATTACHMENTS Attachment A - Flow of Funds Prepared by: Maria Kachadoorian, Director of Finance/Treasurer, Finance Department 2-8 2002 Certificates of Particioation (COP) Surety Bond Ootion Release $4,063,500 Bond Proceeds from 2002 COPs $755,000 General Fund Share Of 2002 COPs February 1. Debt Service Payment $1,398,000 General Fund Share of Civic Center Phase III Costs 2000 Tax Allocation Bonds Refundinq/Restructurinq: $850,000 General Fund Share Of 2004/2006 COPs March 1 Debt Service Payments Reimburse PFDIF for $2,882,000 Spent on Behalf of General Fund 2-9 , Attachment A $1,691,500 PFDlF Fund Share of Civic Center Phase III and Futnre Capital Projects THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL vtjl--~_IL ,A'~ ~ Ann Moore City Attorney Dated: l/ll/o?1 J I Agreement between the City of Chula Vista Redevelopment Agency and E.J. De La Rosa & Co., Inc. for Underwriting Services Related to the City of Chula Vista Redevelopment Agency 2000 Tax Allocation Bonds 2-10 Parties and Recital Page( s) Agreement between City of Chula Vista Redevelopment Agency and E. J. De La Rosa & Co., Inc. for underwriting services related to refunding the City of Chula Vista Redevelopment Agency 2000 Tax Allocation Bonds. This agreement ("Agreement"), dated January 22, 2008 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, E. J. De La Rosa & Co., Inc. hereafter referred to as "Consultant", possesses the requisite expertise and knowledge to assist the City in providing requisite underwriting services; and, Whereas, Redevelopment Agency of the City of Chula Vista, hereafter referred to as "City" is desirous of taking advantage of said knowledge and expertise; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; (End of Recitals. Next Page starts Obligatory Provisions.) 2-11 Page 1 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in Exhibit A, Paragraph 10, unless a separate fixed fee is otherwise agreed upon. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance 2-12 Page 2 Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Minimum Limits of Insurance Contractor must maintain limits no less than: I. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence Deductibles and Self-Insured Retentions 2-13 Page 3 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (I) The City ofChula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11185) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance 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 from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (I) The "Retro Date" mustbe shown, and must be before the date of the contract or the beginning of the contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. 2-14 Page 4 (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. 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. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subject to all ofthe requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, htto:llwww.frns.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which 2-15 Page 5 amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties ofthe City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision of these materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, 2-16 Page 6 and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate on January 22,2009. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions oftirne, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2-17 Page 7 B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a govermnental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant leams of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defmed Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. 2-18 Page 8 Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. 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 City, its agents, officers, or employees 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. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: (I) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive 2-19 Page 9 negligent acts or omissions of the City, its agents, officers, or employees 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. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become 2-20 Page 10 City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee 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. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out ofthis agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this 2-21 Page II reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. 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. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement 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 herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the 2-22 Page 12 subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue 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 the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. (End of page. Next page is signature page.) 2-23 Page 13 JAN-17-2008 11:29 E J DE LA ROSA AND CO INC P.02 Signature Page to Agreement between City of Chula Vista Redevelopment Agency and E. J. De La Rosa & Co" Inc, for Underwriting Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement ~by indicating that they have read and understood same, and indicate their full and complete consent to its temls: Dated: City of Chula Vista Redevelopment Agency By: Cheryl Cox, Agency Chair Attest: Donna Norris, Interim City Clerk Approved as to form: Ann Moore, Agency Counsel Dated: Januarv 17.2008 E.J, De La Rosa & Co., Inc, By: 12<" ,(') C1::,c- "'<"' - [Raul Amezcua, Principal] By: [Name of Person, Title] Exhibit List to Agr<<ment Pqe 14 TOTAL P.02 2-24 Exhibit A to Agreement between City of Chula Vista Redevelopment Agency and E. J. De La Rosa & Co., Inc. 1. Effective Date of Agreement: January 22, 2008 2. City-Related Entity: (X) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of California ("City") 3. Place of Business for City: City ofChula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: EJ. De La Rosa & Co., Inc. 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: E. J. De La Rosa & Co., Inc. 10866 Wilshire Blvd., Suite 1650 Los Angeles, CA 90024 Voice Phone: (310) 207-1975 Fax Phone: (310) 207-1995 2-25 Page 15 7. General Duties: Consultant shall provide investment banking services to assist in the refunding of the Redevelopment Agency 2000 Tax Allocation Bonds, evaluate financial alternatives, conduct due diligence and underwrite bonds to be issued by the Redevelopment Agency. In its capacity as the City's investment banker, Consultant shall be acting as a principal in the anticipated purchase of municipal bonds from the City and not as an advisor or other fiduciary of the City. Consultant shall assist the City in developing, evaluating and implementing a refinancing plan for the Redevelopment Agency 2000 Tax Allocation Bonds. Consultant shall formally market any securities sold to the public, which shall be accomplished in a manner and in a schedule consistent with sound investment banking and underwriting principles. Citv Duties: City shall approve, execute, and deliver the Official Statement to Consultant for Consultant to use in its marketing of the securities. The City agrees to assist Consultant in making presentations and making information available to investors and others as Consultant reasonably requests. The City agrees to negotiate with Consultant in good faith regarding the bond interest rates and purchase price based on the size of bond issue, credit quality, market conditions and other factors determined to be relevant by the City and Consultant at the time of the bond sale. The City anticipates entering into a Bond Purchase Agreement with Consultant relating to the bonds to be sold from the Redevelopment Agency to Consultant. The City understands that once purchased, the securities will be re-offered to the public on the basis of an immediate bona fide public offering. 8. Scope of Work and Schedule: A. Detailed Scope of Work: I) Consultant shall work with City staff and outside professionals to develop a refinancing plan for the Redevelopment Agency 2000 Tax Allocation Bonds. 2) Regarding documents prepared by the City or other professionals, Consultant shall review and comment on such documents which are delivered to Consultant. 3) Consultant shall review and comment on the preliminary and fmal Official Statement. 2-26 Page 16 4) Consultant shall assist the City in preparing material for review by credit rating agencies, bond insurance companies, and investors as appropriate. 5) Consultant shall conduct such bond marketing activities as the City and Consultant agree are necessary or desirable in marketing the bond issue. 6) Consultant shall assist in the preparation and documentation necessary to timely close each bond issue and shall timely deliver the necessary funds to purchase each bond issue in accordance with the terms of the respective Bond Purchase Agreements. 7) Consultant shall meet with the City at its request to discuss economic, environmental, financial or other conditions affecting the successful completion of the refinancing. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement C. Dates or Time Limits for Delivery of Deliverables: All tasks listed under Detailed Scope of Work shall be completed by January 22, 2009. D. Date for completion of all Consultant services: January 22, 2009. 9. Materials Required to be Supplied by City to Consultant: The City agrees to make available to Consultant without cost sufficient copies of any applicable reports, agreements, contracts, resolutions and other relevant documents regarding the issuer of the securities as reasonably may be required from time to time for the prompt and efficient performance by Consultant of its obligations pursuant to this Agreement. 10. Compensation: A. (X) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: The Fixed Fee Amount is payable only at the closing of the bond sale and only from bond proceeds. Consultant's underwriting fees for the refunding of the Redevelopment Agency 2000 Tax Allocation Bonds will be 0.82% of the par amount of the bond issue. 2-27 Page 17 11. Materials ReimbUrsement Arrangement: For the cost of out-of-pocket expenses incurred by Consultant in the performance of services required by this Agreement, City will pay Consultant at the rates or in the amounts set forth below: (X) None, the compensation includes all costs. 12. Contract Administrators: City: Maria V. Kachadoorian, Director of Finance/Treasurer 276 Fourth Ave. Chula Vista, CA 91910 Consultant: Raul Amezcua EJ. De La Rosa & Co., Inc. 10866 Wilshire Blvd., Suite 1650 Los Angeles, CA 90024 13. Liquidated Damages Rate: (X) None 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict ofInterest Code: (X) Not Applicable. Not an FPPC Filer. 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Sub-Consultants: After consultation with City, Consultant may select and retain legal counsel to provide legal advice related to structuring and marketing of securities. 17. Bill Processing: A. Compensation is payable at bond closing only from bond proceeds. 2-28 Page 18 18. Security for Performance: Not applicable. J:\Attorney\ELISA\AGREEMENTS\De La Rosa Scope Clean 1-16-08.doc 2-29 Page 19 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL (--!'~tL~ ~ Ann Moore City Attorney Dated: I I n/ 0 y Agreement between the City of Chula Vista Redevelopment Agency and Harrell & Company Advisors, LLC for Financial Consulting Services Related to the City of Chula Vista Redevelopment Agency 2000 Tax Allocation Bonds 2-30 Parties and Recital Page( s) Agreement between City of Chula Vista Redevelopment Agency and Harrell & Company Advisors, LLC for financial consulting services related to refunding the City of Chula Vista Redevelopment Agency 2000 Tax Allocation Bonds. This agreement ("Agreement"), dated January 22, 2008 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph I, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on the attached Exhibit A, Paragraph 4, as Consultant, whose business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, Paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, the City is contemplating the refunding of existing debt (The Financing); and, Whereas, the City requires assistance from a financing consultant in the development of a sound and practical financing plan to implement the financing by taking into consideration program requirements, sources of capital funds, cash flow requirements, annual costs, the allocation of those costs, statutory requirements and restrictions; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City; and, (End of Recitals. Next Page starts Obligatory Provisions.) 2-31 Page I Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defmed Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(e), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a marmer consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. 2-32 Page 2 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (I) Insurance Services Office Commercial General Liability coverage (occurrence Form CGOOOI). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code I (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability . Minimum Limits of Insurance Contractor must maintain limits no less than: I. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence Deductibles and Self-Insured Retentions 2-33 Page 3 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to thecontractor's insurance using ISO CG 2010 (11185) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance 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 from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnifY the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. 2-34 Page 4 (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. 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. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subject to all of the requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the 2-35 Page 5 limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the provision of these materials beyond thirty (30) days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth 2-36 Page 6 in Exhibit A, Paragraph 10, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph l7(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate on January 22, 2010. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate"). Time extensions for delays beyond the Consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and 2-37 Page 7 disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defmed Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defmed Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. 2-38 Page 8 Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. 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 City, its agents, officers, or employees 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. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: (I) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions ofthe Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services 2-39 Page 9 covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. 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 City, its agents, officers, or employees 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. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. (2) Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City 2-40 Page 10 City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfmished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform' as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee 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. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures 2-41 Page 11 No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and fIled with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. 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. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principalsis/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement 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 herein as the places of business for each of the designated parties. 2-42 Page 12 D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue 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 the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. (End of page. Next page is signature page.) 2-43 Page 13 Signature Page to Agreement between City of Chula Vista Redevelopment Agency and Harrell & Company Advisors, LLC for Financial Consulting Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista Redevelopment Agency By: Cheryl Cox, Agency Chair Attest: Donna Norris, Interim City Clerk Approved as to form: Ann Moore, Agency Counsel Dated: II 11/ O~ I Harrell & Company. Advisors, LLC By: Exhibit List to Agreement ( X ) Exhibit A. 2-44 Page 14 Exhibit A to Agreement between City ofChula Vista Redevelopment Agency and Harrell & Company Advisors, LLC I. Effective Date of Agreement: January 22, 2008 2. City-Related Entity: (X) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of California ("City") 3. Place of Business for City: City ofChula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Harrell & Company Advisors, LLC 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership ( ) Corporation (X) Limited Liability Company 6. Place of Business, Telephone and Fax Number of Consultant: Harrell & Company Advisors, LLC 333 City Boulevard West, Suite 1430 Orange, CA 92968 Voice Phone: (714) 939-1464 Fax Phone: (714) 939-1462 2-45 Page 15 7. General Duties: Consultant shall provide all necessary financial advisory services to assist in the refimding of Redevelopment Agency 2000 Tax Allocation Bonds. 8. Scope of Work and Schedule: A. Detailed Scope of Work: 1) Revenue Projections. Consultant shall analyze and project tax increment revenues of the Redevelopment Agency for use in structuring debt and for presentation in the Official Statement. 2) Financing Plan. Consultant shall review the annual fmancial requirements ofthe Redevelopment Agency, including payments under other bonded indebtedness, housing set-aside requirement of the Agency, amounts the Redevelopment Agency may owe the City of Chula Vista, and levels of fimding required for administration. The fmancial analysis for the Financing shall address sizing considerations for the proposed bonded debt and the financial implications. Consultant's financial analysis shall address strategies for submitting the financing to the rating agencies and/or bond insurance companies and will. include a review of the fmancial implications of different bond ratings and bond insurance. 3) Bond Structure. Consultant shall size the bond issue and structure those terms and conditions which most advantageously meet the demands of current market conditions and the objectives of the City. 4) Document Review. Consultant shall review and comment on all legal documents prepared by bond counsel to ensure conformance with the proposed financing structure. 5) Timing of Sale. Consultant shall advise the City of market movements, trends and developments and offer recommendations as to the timing of the sale of the bonds in relation to market conditions. 2-46 Page 16 6) Official Statement. Consultant shall prepare the preliminary and final Official Statement. The Official Statement shall be prepared in conformance with the adopted guidelines of Securities and Exchange Commission Rule 15c2-12. 7) Disclosure Issues. Consultant shall provide technical support in defining disclosure issues necessary to meet GFOA guidelines, as well as work with the City to fulfill its continuing disclosure responsibilities under Securities and Exchange Commission Rule 15c2-12. 8) Rating and Insurance Agencies. Consultant shall assist the City in submitting documents, conducting negotiations and attending meetings with rating agencies and bond insurance companies as requested by the City. Consultant shall assist the City in preparing for dialogue with the rating analyst. 9) Pricing. Consultant shall review the Bond Purchase Agreement prepared by the Disclosure Counsel and advise the City on the proposed pricing by the Underwriter. Consultant shall review cash flows for fmal pricing information and order securities for bond defeasance escrow. 10) Bond Closing. Consultant shall review and coordinate the arrangements for closing and delivery of the bonds. Consultant shall ensure certification of information relied upon in the financing. 11) Bond Administration. Consultant shall advise the City in the administration of the financing after bond closing, working closely with the Finance Department and the City's auditors. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement C. Dates or Time Limits for Delivery of Deliverables: 2-47 Page 17 Deliverable No.1: ltems 1 - 10 under Detailed Scope of Work shall be completed by January 22,2009. Deliverable No.2: ltem 11 under Detailed Scope of Work shall be on an ongoing basis as needed. D. Date for completion of all Consultant services: January 22, 2010. 9. Materials Required to be Supplied by City to Consultant: The City agrees to make available to Consultant, without cost, sufficient copies of any applicable reports, agreements, contracts, resolutions and other relevant documents regarding the issuer of the securities as reasonably may be required from time to time for the prompt and efficient performance by Consultant of its obligations pursuant to this Agreement. 10. Compensation: A. (X) Single Fixed Fee Arrangement. For performance of all of the Defmed Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: $77,000, payable upon performance of all tasks listed above. Consultant's fees are contingent and payable only out of bond proceeds at bond closing. In the event that the projected bond issue does not occur for any reason, Consultant shall not be entitled to any compensation under this Agreement. II. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( ) None, the compensation includes all costs. () Reports, not to exceed $ (X) Copies, not to exceed $ Cost or Rate $ $.30/each for black and white copies; $l.OO/each for 2-48 Page 18 (X) Travel, not to exceed $ (X) Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ (X) Long Distance Telephone Charges, not to exceed $ (X) Other Actual Identifiable Direct Costs: Federal Express or other overnight delivery service, not to exceed $ , not to exceed $ Out of pocket costs, not including travel costs, shall not exceed $2,500. 12. Contract Administrators: City: Maria V. Kachadoorian, Director of Finance/Treasurer 276 Fourth Avenue Chula Vista, CA 91910 Consultant: Harrell & Company Advisors, LLC Suzanne Q. Harrell, President 333 City Boulevard West, Suite 1430 Orange, CA 92968 13. Liquidated Damages Rate: Not Applicable. color copies Actual Cost $.30/page; $l.OO/page for faxes $ $ Actual cost $ Actual Cost $ 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict ofInterest Code: (X) Not Applicable. Not an FPPC Filer. 15. ( ) Consultant is Real Estate Broker and/or Salesman: Not Applicable. 16. Permitted Subconsultants: Not Applicable. 17. Bill Processing: Compensation is payable at bond closing only from bond proceeds. 2-49 Page 19 18. Security for Performance: Not Applicable. J :\Attomey\ELISA \AGREEMENTS\Harrell Scope 1.16.08.doc 2-50 Page 20 RESOLUTION NO. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA DECLARING THE INTENT TO REFUND THE 2000 TAX ALLOCATION BONDS IF DETERMINED TO BE FINANCIALLY FEASIBLE WHEREAS, in May 2000, the Redevelopment Agency approved the issuance of $17.0 million in Tax Allocation Bonds to repay outstanding inter-fund loans, raise capital for projects, eliminate deficit balances in the project areas as well as fund staff and operating costs on an ongoing basis; and WHEREAS, on June 30, 2007, there was $15.5 million in outstanding bonds with a net interest cost of 5.32% and a final maturity date of 2030; and, WHEREAS, a preliminary review performed by financial advisors, Harrell & Co., indicates that the Agency would save approximately $40,000 per year on their annual debt service payments as a result of a refunding under the current low interest rate environment with an assumed rate of 4.4%; and, WHEREAS, an additional $3.7 million (est.) would be added to the principal of the refunded bonds and used to help repay an outstanding loan with the City of Chula Vista; and, WHEREAS, in order to comply with federal tax laws, the bond proceeds will be spent within three years on capital projects; and, WHEREAS, in order to realize the savings within fiscal year 2007-08, staff anticipates returning to the Redevelopment Agency/City Council for final approval ofthe transaction by the end of March 2008. NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of Chula Vista does hereby declare its intention to refund the outstanding 2000 Tax Allocation Bonds if determined to be financially feasible. Presented by: Approved as to form by: Maria Kachadoorian Director of Finance J:\Attomey\RESO\RESO Signature blockdoc 2-51 RESOLUTION NO. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE CONSULTANT SELECTION PROCESS AS IMPRACTICAL AND APPROVING AN AGREEMENT WITH EJ. DE LA ROSA & CO. AS UNDERWRITER FOR THE REFUNDING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA 2000 TAX ALLOCATION BONDS; WAIVING THE CONSULTANT SELECTION PROCESS AS IMPRACTICAL AND APPROVING AN AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO SERVE AS FINANCIAL ADVISOR; AND AUTHORIZING THE CHAIR OF THE AGENCY TO EXECUTE THE CONTRACTS WHEREAS, in May 2000, the City/Redevelopment Agency approved the issuance of $17.0 million in Tax Allocation Bonds to repay outstanding inter-fund loans, raise capital for projects, eliminate deficit balances in the Bayfront/TC I project areas as well as fund staff and operating costs on an ongoing basis; and WHEREAS, as of June 30, 2007, there was $15.5 million in outstanding bonds with a net interest cost of 5.32% and a final maturity date of2030; and WHEREAS, it appears that the Agency would save approximately $40,000 per year on its annual debt service payments as a result of a refunding under current market conditions with an assumed interest rate of 4.4%; and, WHEREAS, Harrell & Co. is uniquely qualified to serve as the financial advisor on refunding the Bonds because it has obtained an in-depth understanding of Agency financing matters through work performed for the Agency during the past eight years, including serving as financial advisor on the issuance of the 2000 Tax Allocation Bonds and the 2006 refunding of the 1994 Senior Tax Allocation Refunding Bonds, Series A; and WHEREAS, EJ. De La Rosa & Co., Inc. is qualified to serve as the underwriter for refunding the Bonds because it ranks among the top underwriters of California Municipal bonds, has extensive experience in structuring and marketing tax allocation obligations, and it served as underwriter for the 2006 refunding of the Agency's 1994 Senior Tax Allocation Refunding Bonds, Series A; and WHEREAS, applying the City's competitive bid process to the selections of a financial advisor and an underwriter for the refunding would be impractical because of the short time frame in which the Agency must act to generate budgetary savings and cash flow savings under current interest rates. 2-52 NOW, THEREFORE, BE IT RESOLVED, the Redevelopment Agency of the City ofChula Vista does hereby: 1. Waive the consultant selection process as impractical, approve an agreement with E. J. De La Rosa & Co. as underwriter for the refunding of the Redevelopment Agency of the City of Chula Vista 2000 Tax Allocation Bonds, waive the consultant selection process as impractical and approve an agreement with Harrell & Company Advisors, LLC to serve as financial advisor. 2. Authorize the Chair of the Agency to execute the contracts on behalf of the Redevelopment Agency of the City of Chula Vista. Presented by Approved as to form by Maria Kachadoorian Director of Finance/Treasurer Ann Mo e ~genc Counsel J:\Attomey\ELISA\RESOS\Harrell and De La Rosa Bond Refunding.doc 2-53 CITY COUNCIL CITY OF CHULA VISTA RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SUBSTITUTION OF A RESERVE FUND POLICY INTO THE RESERVE FUND FOR THE 2002 CERTIFICATES OF PARTICIPATION (POLICE FACILITY PROJECT) AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City of Chula Vista (the "City") is a municipal corporation and a charter city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, the Chula Vista Public Financing Authority (the "Authority") has assisted the City in financing the construction and equipping of the City's police facility (the "Police Facility Project") through the execution and delivery of the $60,145,000 City of Chula Vista 2002 Certificates of Participation (Police Facility Project) (the "2002 Certificates") pursuant to that certain Trust Agreement, dated as of June I, 2002 (the "Trust Agreement"), by and among the City, the Authority and U.S. Bank, N.A., as trustee; and WHEREAS, in connection with the execution and delivery of the 2002 Certificates, the Reserve Fund established under the Trust Agreement was funded in cash in the amount of $4,063,500; and WHEREAS, Section 6.02 of the Trust Agreement permits the Reserve Fund to be funded with a letter of credit, a bond insurance policy or other credit facility (a "Reserve Policy") instead of cash; and WHEREAS, the City desires to fund the Reserve Fund with a Reserve Policy and use the cash in the Reserve Fund to pay lease payments due with respect to the 2002 Certificates and/or to fund capital improvements, furnishings and equipment for the City's Civic Center project or to reimburse the Public Facilities Development Impact Fee Fund for disbursements made to finance the Civic Center project; NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve as follows: SECTION I. Findings. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City set forth in the recitals set forth above are true and correct. SECTION 2. Authorization of Use of Reserve Policv. The City Council hereby authorizes replacing the cash in the Reserve Fund with a Reserve Policy meeting the criteria set forth in DOCSOC!1261909v2/024036-0033 2-54 Section 6.02 of the Trust Agreement. The City Council hereby approves using the cash to be released to the City for the payment of all or a portion of the lease payments due with respect to the 2002 Certificates, with the balance being applied to pay any costs related to the acquisition, construction, reconstruction, modernization and equipping of the Civic Center project or to reimburse the Public Facilities Development Impact Fee Fund for disbursements made to finance the Civic Center project. SECTION 3. Execution of Documents for Reserve Policv. Each of the Mayor of the City, the City Manager of the City and the Director of Finance of the City or their designees (collectively, the "Authorized Officers"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver any and all documents required for the Reserve Policy, including any amendments to the Trust Agreement or the other documents previously executed by the City with respect to the 2002 Certificates, and to pay the premium costs of the Reserve Policy. SECTION 4. Attestations. The City Clerk and such person or persons as may have been designated by the City Clerk to act on her behalf, are hereby authorized and directed to attest the signature of the Authorized Officers designated herein to execute any documents related to the substitution of the Reserve Policy, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of any such documents. SECTION 5. Other Actions. The Authorized Officers are each hereby authorized and directed, jointly and severally, to do any and all things and to obtain any and all consents from MBIA Insurance Corporation and Standard & Poor's Rating Services to the substitution of the Reserve Policy and to pay the costs related to the substitution which each may deem necessary or advisable (including the fees and costs of Stradling Y occa Carlson & Rauth, a Professional Corporation, Special Counsel and Harrell & Company, Financial Advisor to the City) in order to consummate the substitution of the Reserve Policy and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. SECTION 6. Effect. This Resolution shall take effect immediately upon its passage. Presented by: Approved as to form by: Maria Kachadoorian Director of Finance J:\Attomey\RESO\RESO Signature block.doc 2 DOCSOC/1261909v2/024036-0033 2-55 CITY COUNCIL CITY OF CHULA VISTA RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA REGARDING ITS INTENTION TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF TAX-EXEMPT OBLIGATIONS WHEREAS, the City Council ofthe City of Chula Vista (the "City") desires to reimburse its General Fund for lease payments (the "Lease Payments") to be made on and after March I, 2008 with respect to the City of Chula Vista 2004 Certificates of Participation (Civic Center Project - Phase I) and the City ofChula Vista 2006 Certificates of Participation (Civic Center Project - Phase 2) and to finance the costs of acquiring and constructing certain public facilities and improvements, as provided in Exhibit A attached hereto and incorporated herein (the "Project"); WHEREAS, the City intends to reimburse its expenditures for the Lease Payments and to finance the acquisition of the Project or portions of the Project with the proceeds of obligations to be issued by the Redevelopment Agency of the City of Chula Vista, the interest upon which is excluded from gross income for federal income tax purposes (the "Obligations"); and WHEREAS, prior to the issuance of the Obligations the City desires to make the Lease Payments and to incur certain expenditures with respect to the Project from available monies of the City which expenditures are desired to be reimbursed by the City from a portion of the proceeds of the sale of the Obligations; NOW, THEREFORE, the City Council of the City of Chula Vista DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: SECTION I. The City hereby states its intention and reasonably expects to reimburse the Lease Payments made and the Project costs incurred prior to the issuance of the Obligations with proceeds of the Obligations. Exhibit A describes the general character, type, purpose, and function of the Project. SECTION 2. The reasonably expected maximum principal amount of the Obligations is $5,000,000. SECTION 3. This resolution is being adopted not later than 60 days after the payment of the Lease Payments and the original expenditures with respect to the Project (the "Expenditures Date or Dates"). SECTION 4. Except as described below, the expected date of issue of the Obligations will be within eighteen months of the later of the Expenditure Date or Dates and the date the Project is placed in service; provided, the reimbursement may not be made more than three years after the Expenditure Date. SECTION 5. Proceeds of the Obligations to be used to reimburse for Project costs are not expected to be used, within one year of reimbursement, directly or indirectly to pay debt service with respect to any obligation (other than to pay current debt service coming due within the next DOCSOCIl262891 v2/024036-0033 2-56 succeeding one year period on any tax-exempt obligation of the City (other than the Obligations, the 2004 Certificates and the 2006 Certificates)) or to be held as a reasonably required reserve or replacement fund with respect to an obligation ofthe City or any entity related in any manner to the City, or to reimburse any expenditure that was originally paid with the proceeds of any obligation, or to replace funds that are or will b.e used in such manner. SECTION 6. This resolution is consistent with the budgetary and financial circumstances of the City, as of the date hereof. No monies from sources other than the Obligation issue are, or are reasonably expected to be reserved, allocated on a long-term basis, or otherwise set a"side by the City (or any related party) pursuant to their budget or financial policies with respect to the Lease Payments or the Project costs. To the best of our knowledge, this City Council is not aware of the previous adoption of official intents by the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued. SECTION 7. The limitations described in Section 3 and Section 4 do not apply to (a) costs of issuance of the Obligations, (b) an amount not in excess of the lesser of $100,000 or five percent (5%) of the proceeds of the Obligations, or (c) any preliminary expenditures, such as architectural, engineering, surveying, soil testing, and similar costs other than land acquisition, site preparation, and similar costs incident to commencement of construction, not in excess of twenty percent (20%) of the aggregate issue price of the Obligations that finances the Project for which the preliminary expenditures were incurred. SECTION 8. This resolution is adopted as official action of the City in order to comply with Treasury Regulation S L 150-2 and any other regulations ofthe Internal Revenue Service relating to the qualification for reimbursement of City expenditures incurred prior to the date of issue of the Obligations, is part of the City's official proceedings, and will be available for inspection by the general public at the main administrative office of the City. SECTION 9. All the recitals in this Resolution are true and correct and this City Council so finds, determines and represents. Presented by: Approved as to form by: Maria Kachadoorian Director of Finance J:\Attomey\RESO\RESO Signature block.doc 2 DOCSOC/1262891 v2l024036-0033 2-57 EXHIBIT A DESCRIPTION OF PROJECT The Project consists of: 1. Renovation of the City's Civic Center Complex. 2. Capital improvements eligible to be funded from amounts in the City's Public Facilities Development Impact Fee Fund. DOCSOCfl262891 v2/024036-0033 2-58 CHULA VISTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE CHULA VISTA PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO THE SUBSTITUTION OF A RESERVE FUND POLICY INTO THE RESERVE FUND FOR THE 2002 CERTIFICATES OF PARTICIPATION (POLICE FACILITY PROJECT) AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City ofChula Vista (the "City") is a municipal corporation and a charter city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, the Chula Vista Public Financing Authority (the "Authority") has assisted the City in financing the construction and equipping of the City's police facility (the "Police Facility Project") through the execution and delivery of the $60,145,000 City of Chula Vista 2002 Certificates of Participation (Police Facility Project) (the "2002 Certificates") pursuant to that certain Trust Agreement, dated as of June 1, 2002 (the "Trust Agreement"), by and among the City, the Authority and U.S. Bank, N.A., as trustee; and . WHEREAS, in connection with the execution and delivery of the 2002 Certificates, the Reserve Fund established under the Trust Agreement was funded in cash in the amount of $4,063,500; and WHEREAS, Section 6.02 of the Trust Agreement permits the Reserve Fund to be funded with a letter of credit, a bond insurance policy or other credit facility (a "Reserve Policy") instead of cash; and WHEREAS, the City desires to fund the Reserve Fund with a Reserve Policy and use the cash in the Reserve Fund to pay lease payments due with respect to the 2002 Certificates and/or to fund capital improvements, furnishings and equipment for the City's Civic Center project or to reimburse the Public Facilities Development Impact Fee Fund for disbursements made to finance the Civic Center project; NOW, THEREFORE, the Board of Directors of the Chula Vista Public Financing Authority does hereby resolve as follows: SECTION 1. Findings. The Board of Directors hereby specifically finds and declares that each of the statements, findings and determinations set forth in the recitals set forth above are true and correct. SECTION 2. Authorization of Use of Reserve Policv. The Board of Directors hereby authorizes replacing the cash in the Reserve Fund with a Reserve Policy meeting the criteria set forth in Section 6.02 of the Trust Agreement. The Board of Directors hereby approves using the cash to be DOCSOC/1262912v2/024036-0033 2-59 released to the City for the payment of all or a portion of the lease payments due with respect to the 2002 Certificates, with the balance being applied to pay any costs related to the acquisition, construction, reconstruction, modernization and equipping of the Civic Center project or to reimburse the Public Facilities Development Impact Fee Fund for disbursements made to finance the Civic Center project. SECTION 3. Execution of Documents for Reserve Policv. Each of the Chair, the Vice Chair, the Executive Director and the Chief Financial Officer (collectively, the "Authorized Officers") is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver any and all documents required for the Reserve Policy, including any amendments to the Trust Agreement or the other documents previously executed by the Authority with respect to the 2002 Certificates, and to pay the premium costs of the Reserve Policy. SECTION 4. Attestations. The Secretary of the Authority and such person or persons as may have been designated by the Secretary to act on her behalf, are hereby authorized and directed to attest the signature of the Authorized Officers designated herein to execute any documents related to the substitution of the Reserve Policy, as may be required or appropriate in connection with the execution and delivery of any such documents. SECTION 5. Other Actions. The Authorized Officers are each hereby authorized and directed, jointly and severally, to do any and all things and to obtain any and all consents from MBIA Insurance Corporation and Standard & Poor's Rating Services to the substitution of the Reserve Policy and to pay the costs related to the substitution which each may deem necessary or advisable (including the fees and costs of Stradling Y occa Carlson & Rauth, a Professional Corporation, Special Counsel and Harrell & Company, Financial Advisor to the City) in order to consummate the substitution of the Reserve Policy and otherwise to carry out, give effect to .and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers or designees are hereby ratified, confirmed and approved. SECTION 6. Effect. This Resolution shall take effect immediately upon its passage. Presented by: Approved as to form by: Maria Kachadoorian Chief Financial Officer J:\Attomey\RESO\RESO Signature block.doc 2 DOCSOC/1262912v2/024036-0033 2-60