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RESOLUTION NO. MFA - _______
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CHULA VISTA MUNICIPAL FINANCING AUTHORITY ,
AUTHORIZING THE ISSUANCE OF ITS LOCAL AGENCY
REVENUE REFUNDING BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED FORTY MILLION
DOLLARS ($40,000,000) AND APPROVING CERTAIN
DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the Chula Vista Municipal Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority and other local agencies; and
WHEREAS, City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) (“CFD No. 06-I”) previously issued the $23,600,000 City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAA Bonds”) in connection with the issuance of the Authority’s Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and
WHEREAS, CFD No. 06 -I previously issued the $5,270,000 City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAB Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 07 -I (Otay Ranch Village Eleven) previously issued the $19,480,000 City of Chula Vista Community Facil ities District No. 07 -I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 07-I Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 0 8-I (Otay Ranch Village Six) previously issued the $16,345,000 City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 08-I Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) (“CFD No. 2001-2,” together with CFD No. 06-I, CFD No. 07-I and CFD No. 08 -I, the “Community Facilities Districts”) previously issued the $ 7,405,000 City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 2001-2 Bonds” and, together with
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the Prior CFD No. 06-I IAA Bonds, the Prior CFD No. 06-I IAB Bonds, the Prior CFD No. 07-I Bonds, and the Prior CFD No. 08-I Bonds, the “Prior CFD Bonds”); and WHEREAS, as a result of favorable conditions in the municipal bond market, the Authority and each of the Community Facilities Districts desire to refund the Prior Authority Bonds and the Prior CFD Bonds; and
WHEREAS, the Authority, for the purpose of acquiring sp ecial tax refunding bonds of each of the Community Facilities Districts (which, with respect to CFD No. 06-I, includes the special tax refunding obligations for Improvement Area A and Improvement Area B therein) (collectively, the “Local Obligations”), the proceeds of which will be utilized to defease and refund the Prior CFD Bonds and the Prior Authority Bonds , has determined to issue its Local Agency Revenue Refunding Bonds, Series 2024 (the “Authority Bonds”) pursuant to and secured by the Indenture (as defined below) providing for the issuance of the Authority Bonds, all in the manner provided therein; and
WHEREAS, the Authority Bonds will be secured by debt service payments paid with respect to the Local Obligations, the pay ment of which will be secured by special tax liens on taxable property within the respective Community Facilities Districts or improvement areas therein, as applicable; and
WHEREAS, for this financing there has been filed with the Secretary of the Board of Directors of the Authority the forms of the following documents to be executed by the Authority with respect to the issuance of the Authority Bonds, which documents the Board desires to approve for execution as described herein:
(1) The Indenture of Trust (the “Indenture”), relating to the Authority Bonds, by and between the Authority and Wilmington Trust, National Association, as trustee; (2) The Bond Purchase Agreement, to be dated the date of sale, by and between Raymond James & Associates, Inc. , as underwriter (the “Underwriter ”) and the Authority (the “Bond Purchase Agreement”);
(3) The Local Obligations Bond Purchase Agreement, to be dated th e date of sale, by and among the Authority and the Community Facilities Districts (the “Local Bond Purchase Agreement”);
(4) The Preliminary Official Statement for the Authority Bonds (the “Preliminary Official Statement”);
(5) The Escrow Agreement (the “Escrow Agreement”) relating to the refunding of the Prior Authority Bonds, by and between the Authority and Wilmington Trust, National Association, as escrow agent; and
(6) The Continuing Disclosure Agreement by and between the Authority and the dissemination agent thereunder (the “ Continuing Disclosure Agreement”) (the docum ents described in (1) through ( 5) above and the Continuing Disclosure Agreement are collectively referred to herein as the “Authority Documents”).
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WHEREAS, the Authority has determined to adopt the City of Chula Vista’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the Authority.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CHULA VISTA
MUNICIPAL FINANCING AUTHORITY , DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Each of the above recitals is true and correct and is adopted by the Board of Directors.
Section 2. The Authority Bonds shall be issued in an aggregate principal amount not to exceed $40,000,000 with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 4 below. The Authority Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the Authority in accor dance with Section 4 below. The Authority Bonds shall be issued under the terms of the Indenture, the form of which is on file with the Secretary of the Board of Directors. The form of the Indenture presented at this meeting is hereby approved and each of the Chair and the Vice Chair of the Board of Directors, the Executive Director and the Chief Financial Officer, or their respective written designees (collectively, the “Authorized Officers”), is hereby authorized to execute the Indenture, in the form he reby approved, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to accomplish the issuance of the Authority Bonds as contemplated by this Resolution. Approval of such changes shall be conclusivel y evidenced by the execution and delivery of the Indenture by one or more of such Authorized Officers.
Section 3. The Authority Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chair of the Board of Directors or the Executive Director and attested with the manual or facsimile signature of the Secretary of the Board of Directors.
Wilmington Trust, National Association is hereby appointed to act as the trustee for the Authority Bonds under the Indenture. If the Executive Director determines at any time while the Authority Bonds are outstanding that another bank should be selected to act as trustee for the Authority Bonds, in order to ensure the efficient administration of the Authority Bonds, then the Executive Director, or the designee thereof, is hereby authorized and directed to select and engage a bank or trust company meeting the requirements set forth in the Inden ture to act as the trustee for the Authority Bonds under the terms of the Indenture.
Section 4. The form of the Bond Purchase Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Authority Bonds as of the sale date or to cure any defect or ambiguity therein.
Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of such Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the Underwriter’s discount (exclusive of original is sue discount) does not exceed 0.30% of the principal amount of the Authority Bonds and (ii) the net present value savings resulting from the refunding of the Prior
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Bonds is not less than five percent (5.00%) of the principal amount of the Authority Bonds. Each of the Executive Director, the Chief Financial Officer and their written designees is authorized to determine the day on which the Authority Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the Authority and may reject any terms presented by the Underwriter to the Authority if determined not to be in the best interest of the Authority.
Section 5. The form of the Local Bond Purchase Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Local Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Local Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Local Obligations as of the sale date or to cure any defect or ambiguity therein. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Local Bond Purchase Agreement by one or more of such officers.
Section 6. The form of the Continuing Disclosure Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is authorized to execute the Continuing Disclosure Agreement in the form hereby approved, with such additions thereto and changes therein as the officers executing the same deem necessary to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission and to cure any ambiguity or defect therein. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement by one or more of such officers.
Section 7. The form of the Preliminary Official Statement presented at this meeting is hereby approved; and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Executive Director, the Chief Financial Officer of the Authority, or the designee thereof , to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make the information therein accurate and not misleading. Each of the Authorized Officers is hereby authorized to execu te a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Executive Director or the Chief Financial Officer of the Authority, or the designee thereof, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the Authority as described above.
Section 8. The Authorized Officers are hereby appointed as the authorized officers of the Authority for all purposes required to effect the issuance of the Authority Bonds and are hereby authorized, empowered, and directed, jointly and severally, t o do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the foregoing actions.
Section 9. Each of the Authorized Officers is authorized, but not required, to obtain a rating of the Authority Bonds from a nationally recognized rating service. Each of the Executive Director and the Chief Financial Officer , or their respective designees, acting alone, is hereby authorized to negotiate the terms of a commitment (the “Insurance Commitment”) for bond
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insurance for some or all of the Authority Bonds and a commitment for a reserve fund surety bond (the “Surety Commitment”) for all or a portion of the Reserve Fund (as defined in the Indenture) from one or more municipal bond insurance companies (an “Insurer”) and, if suc h officer determines that the acquisition either of a policy or a reserve fund surety bond, or both, from an Insurer will result in net interest rate savings or will result in more annual debt service savings, to pay the premiums for such policy and surety bond from the proceeds of the Authority Bonds and to amend the Authority Documents to the extent necessary to conform to the terms of the Insurance Commitment and the Surety Commitment. Each of the Authorized Officers, acting alone, is further authorized to execute a reimbursement agreement required by the Surety Commitment. In the event that no policy and/or reserve fund surety bond is obtained, the Authorized Officers are authorized to delete the related provisions in the Authority Documents as necessary.
Section 10. The Authorized Officers are hereby authorized and directed, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance and sale of the Authority Bonds and oth erwise to effectuate the purposes of this Resolution.
Section 11. The Authority hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the Authority pursuant to California Government Code Section 8855.
Section 12. The Board of Directors acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved.
Section 13. This Resolution shall take effect immediately upon its adoption.
Presented by Approved as to form by
Sarah Schoen Jill D.S. Maland
Chief Financial Officer Lounsbery Ferguson Altona & Peak Acting Authority General counsel