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HomeMy WebLinkAbout13-111 - Resolutions RESOLUTION NO. 13-111 RESOLUTION OF THE CITY COUNCIL OF CITY OF RANCHO CUCAMONGA AUTHORIZING THE ISSUANCE OF BONDS OF COMMUNITY FACILITIES DISTRICT NO. 2003-01 DESIGNATED IMPROVEMENT AREA NO. 2 SPECIAL TAX REFUNDING BONDS, SERIES 2013 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3,100,000, AND THE DEFEASANCE AND REFUNDING OF PRIOR SPECIAL TAX BONDS OF SUCH DISTRICT ISSUED FOR IMPROVEMENT AREA NO. 2 THEREOF, APPROVING THE FORM OF A FISCAL AGENT AGREEMENT AND AUTHORIZING NEGOTIATION OF TERMS OF THE SALE OF SAID BONDS, APPROVING A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING PREPARATION OF A FINAL OFFICIAL STATEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, the City of Rancho Cucamonga Community Facilities District No. 2003-01 (the "District') was established and Improvement Area No. 1 and Improvement Area No. 2 (each, an "Improvement Area") were designated therein on February 19, 2003 pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the "Act'), by adoption by the City Council (the "City Council') of City of Rancho Cucamonga (the "City") of Resolution No. 03-031; and WHEREAS, under the provisions of the Act, on February 19, 2003, the City Council also adopted Resolution No. 03-032 which resolution, among other matters, expressed the determination of the City Council of the necessity to issue special tax bonds in the maximum aggregate principal amount of$4,000,000 for Improvement Area No. 2 of the District; WHEREAS, on February 19, 2003, consolidated special elections were held within Improvement Area No. 2 and there was submitted to the qualified voters of Improvement Area No. 2, among other propositions, the proposition of whether a bonded indebtedness in an aggregate principal amount not to exceed $4,000,000 should be incurred by and for the District for Improvement Area No. 2 for the purpose of providing public facilities for the benefit of the Improvement Area No. 2, and more than two-thirds of the votes cast in such consolidated special elections were cast in favor of incurring such bonded indebtedness, and the District is therefore authorized to issue bonds for Improvement Area No. 2 in an aggregate principal amount not to exceed $4,000,000 for the purposes set forth in said proposition; and WHEREAS, on May 21, 2003, the City Council adopted Resolution No. 03-125 authorizing the issuance and sale of bonds of the District for Improvement Area No. 2 pursuant to the Fiscal Agent Agreement, dated as of July 1, 2003 (the "Prior Fiscal Agent Agreement'), by and between the City, for and on behalf of the District, and Wells Fargo Bank, National Association, as fiscal agent, designated the "City of Rancho Cucamonga Community Facilities District No. 2003-01 Improvement Area No. 2 Special Tax Bonds, Series 2003-A" (the 'Prior Special Tax Bonds"), for the purpose of funding the acquisition, rehabilitation and construction of certain public improvements for the benefit of Improvement Area No. 2; and WHEREAS, on August 7, 2003 the Prior Special Tax Bonds were issued in the aggregate principal amount of$2,855,000; and WHEREAS, the Prior Special Tax Bonds are outstanding in the aggregate principal amount of$2,765000; and WHEREAS, as a result of a combination of favorable conditions in the municipal bond market and the level of development, diversity of ownership and increase in value of the properties within Improvement Area No. 2, the City Council has determined that it is necessary that bonds of the District to be designated "City of Rancho Cucamonga Community Facilities District No. 2003-01 Improvement Area No. 2 Special Tax Refunding Bonds, Series 2013" be issued in an aggregate principal amount that will not exceed $3,100,000 (the "Bonds") for the purpose of defeasing and refunding the Prior Special Tax Bonds in order to provide debt service savings and reduce the levy of the special taxes within Improvement Area No. 2; and WHEREAS, the Bonds shall be issued pursuant to the terms and provisions of the Act and the statement of goals and policies of the City Council regarding the establishment of community facilities districts, as amended to date (the "Goals and Policies"); and WHEREAS, payment of the principal of and interest on the Bonds will be secured by special taxes to be levied on parcels of taxable property in Improvement Area No. 2 (the "Special Taxes"); and WHEREAS, pursuant to Section 53345.8 of the California Government Code, the City Council, as the legislative body of the District, may sell bonds of the District for Improvement Area No. 2 only if it determines prior to the award of the sale of such bonds that the value of the real property that would be subject to the special tax to pay debt service on such bonds will be at least three (3) times the principal amount of such bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within Improvement Area No. 2; and WHEREAS, David Taussig & Associations, the special tax consultant to the City, has determined, based on a review of the San Bernardino County Assessor's Assessment Roll for fiscal year 2012-13, that the total assessed value of taxable property in Improvement Area No. 2 is $78,462,651; and WHEREAS, upon the issuance of the Bonds and the deposit of the appropriate portion of the proceeds of the sale of the Bonds in the escrow fund to be established to accomplish the defeasance and refunding of the Prior Special Tax Bonds, the Prior Special Tax Bonds will be defeased and the property in Improvement Area No. 2 will no longer be subject to the levy of special taxes to pay debt service on the Prior Special Tax Bonds; and WHEREAS, if the Bonds are issued and sold in an aggregate principal amount that does not exceed $3,100,000, the value of the parcels of real property within the District that will be subject to the levy of the Special Taxes will be more than three (3) times the principal amount of the Bonds; and WHEREAS, there will be no other bonds outstanding, other than the Bonds, that are secured by a special tax or a special assessment levied on property within Improvement Area No. 2; and WHEREAS, there has been presented to the City Council a form of Bond Purchase Agreement whereby Stifel, Nicolaus & Company, Incorporated, as underwriter (the "Underwriter") will purchase the Bonds from the District (the "Bond Purchase Agreement"); and Resolution No. 13-111 - Page 2 of 8 WHEREAS, there has also been presented to the City Council a form of Fiscal Agent Agreement with respect to the Bonds (the "Fiscal Agent Agreement') to be executed and delivered by the City and Wells Fargo Bank, National Association, as Fiscal Agent, whereby the Fiscal Agent will authenticate and deliver the Bonds and perform certain other duties; and WHEREAS, there has also been presented to the City Council a form of Escrow Deposit and Trust Agreement with respect to the Prior Special Tax Bonds (the "Escrow Agreement') to be executed and delivered by the City and Wells Fargo Bank, National Association, as Escrow Agent, whereby the Escrow Agent will receive a portion of the proceeds of the sale of the Bonds and certain funds related to the Prior Special Tax Bonds that will be deposited in an escrow fund to provide for the defeasance and redemption of the Prior Special Tax Bonds, and will perform certain other duties; and WHEREAS, there has also been presented to the City Council a form of Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement'); and WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Certificate to be executed and delivered by the City and Wells Fargo Bank, National Association, as Dissemination Agent (the "Continuing Disclosure Certificate"), for the benefit of the owners of the Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the `Rule'); and WHEREAS, the City Council has considered the forms of the Fiscal Agent Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, the Bond Purchase Agreement, the Preliminary Official Statement, and the Bond Purchase Agreement, and has determined that it is in the best interest of the owners of property in and the residents of the District that the City Council authorize the issuance and sale of the Bonds and the execution and delivery of said agreements, and approve and authorize the distribution of the Preliminary Official Statement, subject to the conditions hereinafter contained; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Rancho Cucamonga, acting for and on behalf of the City and in its capacity as the legislative body of the District, as follows: Section 1. Findings. The City Council finds (a) that the preceding recitals are true and correct, (b) that the sale of the Bonds at private sale, without advertising for bids, will result in a lower overall cost to the District, (c) that if the Bonds are issued and sold in an aggregate principal amount that does not exceed $3,100,000, the value of the parcels of real property within the District that will be subject to the levy of the Special Taxes to pay the principal of and interest on the Bonds will be more than three (3) times the aggregate principal amount of the Bonds, and (d) that upon the issuance of the Bonds there will be no other bonds, other than the Bonds, that will be secured by a special tax or a special assessment levied on property within the District. In furtherance of the issuance of the Bonds, the City Council hereby makes the following further findings and determinations: (i) that it is prudent in the management of the fiscal affairs of the City, the City Council and the District to issue the Bonds for the purpose, inter alia, of refunding the Prior Special Tax Bonds on an current basis, (ii) that the total net interest cost to maturity on the portion of the Bonds being issued to refund the Prior Special Tax Bonds plus the principal amount of the portion of the Bonds being issued to refund the Prior Special Tax Bonds will not exceed the total net interest cost to maturity on the Prior Special Tax Bonds plus the principal amount of the Prior Special Tax Bonds, and (iii) that the issuance of the Bonds is in compliance with the City's Goals and Policies. Resolution No. 13-111 - Page 3 of 8 For purposes of Section 53363.2 of the Act, the City Council hereby further finds and determines: (i) that it is expected that the purchase of the Bonds will occur on or after July 15, 2013, (ii) that the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, as executed, (iii) that the maximum true interest cost to be paid on the Bonds shall not exceed six percent (6.00%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed; (iv) the place of payment for the Prior Special Tax Bonds shall be as set forth in the fiscal agent agreement for the Prior Special Tax Bonds; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement, in the Official Statement for the Bonds and in the closing certificates for the Bonds, including Bond Counsel fees and expenses, Disclosure Counsel fees and expenses, Underwriter's discount, printing costs for the Official Statement, Special Tax Consultant, Financing Consultant, escrow verification costs, initial fiscal agent fees, fees for credit enhancement and ratings on the Bonds, and costs of City staff incurred in connection with the sale and issuance of the Bonds. Section 2. Authorization of the Issuance of the Bonds. The City Council authorizes the issuance and sale of the Bonds in an aggregate principal amount that shall not exceed $3,100,000, and the City Manager (the "City Manager"), the Deputy City Manager (the "Deputy City Manager"), the Director of Finance (the "Director of Finance") of the City and such other designee of the City Manager (each of the City Manager, the Deputy City Manager, the Director of Financing and any such designee, an "Authorized Representative") are authorized and directed to take all steps and actions which are necessary to accomplish the issuance, sale and delivery of the Bonds pursuant to the authorization given by and the conditions specified in this resolution. The Mayor and the City Clerk of the City Council are authorized to execute the Bonds for and on behalf of the City and the District by their manual or facsimile signatures. The Bonds shall be dated as of their date of delivery pursuant to the Bond Purchase Agreement. The last maturity date of the Bonds shall not be later than the last maturity date of any of the Prior Special Tax Bonds. Each Authorized Representative, acting on behalf of the City or the District, as applicable, is hereby authorized and directed to execute and deliver the final form of the various documents and instruments described in this Resolution, with such additions thereto or changes therein as such Authorized Representative may deem necessary and advisable; provided, however, that no additions or changes shall authorize an aggregate principal amount of the Bonds in excess of the amount specified in the preceding paragraph. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by an Authorized Representative, following consultation with and review by Best Best & Krieger LLP, as bond counsel. Section 3. Approval of Fiscal Agent Agreement. The Fiscal Agent Agreement which provides generally for (i) the authentication and delivery by the Fiscal Agent of the Bonds, (ii) the establishment and administration by the Fiscal Agent of certain funds and accounts for the benefit of the City and the owners of the Bonds, (iii) the payment by the Fiscal Agent of the principal of and interest on the Bonds from the Special Tax Revenues (as defined therein), and (iv) the performance of other duties by the Fiscal Agent, is approved in the form submitted to the City Council at the meeting at which this resolution is adopted. Section 4. Appointment of Fiscal Agent. Wells Fargo Bank, National Association is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement, to take any and all action provided therein to be taken by the Fiscal Agent. Resolution No. 13-111 - Page 4 of 8 Section 5. Approval of Escrow Agreement. The Escrow Deposit and Trust Agreement (the "Escrow Agreement") which provides for (i) the defeasance and redemption of the Prior Special Tax Bonds, (ii) the creation and administration by the Escrow Agent of the Escrow Fund for the benefit of the owners of the Prior Special Tax Bonds, and (iii) the performance of other duties by the Escrow Agent, is approved in the form presented to the City Council at the meeting at which this resolution is adopted. Notwithstanding the preceding provisions of this section, as required by Section 53363.9 of the California Government Code, the amount of the proceeds of the sale of the Bonds and other amounts to be deposited in the Escrow Fund, and earnings from the investment thereof, shall be in an amount sufficient to pay the principal of and interest on the Prior Special Tax Bonds on September 1, 2013 and to pay the principal and redemption premium due on the Prior Special Tax Bonds on such date, and the designated costs of issuing the Bonds, as certified by a certified public accountant licensed to practice in the State of California. Section 6. Appointment of Escrow Agent. Wells Fargo Bank, National Association is appointed as Escrow Agent pursuant to the Escrow Agreement to take any and all action provided therein to be taken by the Escrow Agent. Section 7. Approval of Preliminary Official Statement: Preparation of Final Official Statement. The Preliminary Official Statement is approved, and each of the Authorized Representatives is authorized to consent to and assist in the preparation of such modifications thereto as may be specified by Jones Hall, disclosure counsel to the City ("Disclosure Counsel"). Each of the Authorized Representatives is authorized to determine, with the assistance of Disclosure Counsel, when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. The Underwriter is authorized to distribute the Preliminary Official Statement as approved hereby, or as modified with the consent of one of the Authorized Representatives, to prospective purchasers of the Bonds. The City Manager, the Deputy City Manager and the Director of Finance are authorized to participate in the preparation of the Final Official Statement, based on the Preliminary Official Statement, and such modifications thereto as may be agreed to by Disclosure Counsel and the Underwriter. An Authorized Representative is authorized to sign the Final Official Statement on behalf of the City and the District. Section 8. Issuance of Bonds. The City Council approves and authorizes the issuance and sale of the Bonds by negotiation with the Underwriter and the City pursuant to the Bond Purchase Agreement between the City and the Underwriter in the form presented to the City Council at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the City Manager, the Deputy City Manager or the Director of Finance, upon consultation with Bond Counsel. An Authorized Representative is authorized and directed to execute and deliver the final form of the Bond Purchase Agreement on behalf of the City and the District upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the City Manager, the Deputy City Manager or the Director of Finance and is consistent with the requirements of this resolution; provided that the interest rate on any maturity of the Bonds shall not exceed seven percent (7.00%) per annum; the Underwriter's discount for the purchase of the Bonds shall exceed one and one half percent (1.50%) of the aggregate principal amount of the Bonds; and the last maturity of date of the Bonds shall not be later than the last maturity date of the Prior Special Tax Bonds. Resolution No. 13-111 - Page 5 of 8 When the City Manager, the Deputy City Manager or the Director of Finance has negotiated the Bond Purchase Agreement with the Underwriter within the parameters specified above and when the other terms and conditions of the are satisfactory to the City Manager, the Deputy City Manager or the Director of Finance and Bond Counsel, an Authorized Representative is authorized to execute and deliver the Bond Purchase Agreement to the Underwriter on behalf of the City and the District. No Authorized Representative shall execute and deliver the Bond Purchase Agreement, however, unless the total net interest cost to maturity of the Bonds plus the principal amount of the Bonds will be less than the total net interest cost to maturity with respect to the Prior Special Tax Bonds, plus the principal amounts of the Prior Special Tax Bonds, and before executing and delivering the Bond Purchase Agreement, the Authorized Representative shall receive verbal verification from Fieldman Rolapp & Associates, as the Financial Advisor to the City and the District, that such a total net interest cost and principal amount with respect to the Bonds will be achieved. Section 9. Reserve Fund and Other Funds Related to the Prior Special Tax Bonds. The City Manager, the Deputy City Manager or the Director of Finance is authorized (i) to direct the fiscal agent for the Prior Special Tax Bonds, and said fiscal agent is authorized, to transfer the amount on deposit in the funds and accounts that are held by the fiscal agent pursuant to the fiscal agent agreement for the Prior Special Tax Bonds, including the reserve fund for the Prior Special Tax Bonds, to the Escrow Agent for deposit in the Escrow Fund to be used to defease and redeem the Prior Special Tax Bonds, or to transfer the amount of deposit in such reserve fund to the Reserve Fund for the Bonds, whichever the City Manager, the Deputy City Manager or the Director of Finance determines, in consultation with Bond Counsel, is most appropriate. Section 10. Notice of Redemption. The City Manager, the Deputy City Manager or the Director of Finance is authorized and directed to provide for the mailing, and the Fiscal Agent, in its capacity as fiscal agent for the Prior Special Tax Bonds is authorized to mail notice, of the redemption of Prior Special Tax Bonds to the registered owners thereof as required by Section 53365 of the California Government Code and the fiscal agent agreement for the Prior Special Tax Bonds. Pursuant to said Section 53365, the City Manager, the Deputy City Manager or the Director of Finance shall also provide for the mailing of, and the Fiscal Agent, as such fiscal agent, shall mail, notice of the redemption of the Prior Special Tax Bonds to the investment banking firm which was the original purchaser and underwriter of the Prior Special Tax Bonds. Section 11. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate is approved in the form submitted to the City Council at the meeting at which this resolution is adopted, and an Authorized Representative is authorized to execute and deliver said agreement on behalf of the City. Section 12. Action. All actions heretofore taken by the City Manager, the Deputy City Manager, the Director of Finance and the other officers and agents of the City, acting for and on behalf of the City or the District, with respect to the establishment of the District, and the sale and issuance of the Bonds are hereby approved, confirmed, and ratified, and the proper officers of the City, acting for and on behalf of the City or the Community Facilities Districts, as applicable, are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and Resolution No. 13-111 - Page 6 of 8 other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Act, this Resolution, the Fiscal Agent Agreement, the Bond Purchase Agreement, the Escrow Agreement, the Continuing Disclosure Certificate and any certificate, agreement, contract, and other document described in the documents herein approved. Section 13. Conditions of Approval. The approvals, authorization and direction given by this resolution are conditioned upon the satisfaction of the requirements of Section 8 hereof with respect to the issuance and sale of the Bonds. The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, and the Bond Purchase Agreement or the issuance, sale and delivery of the Bonds unless and until such conditions are satisfied; provided, however, that upon satisfaction of such conditions, this resolution shall be fully effective and shall be carried out by such officers without further approval or action of the,City Council. The approvals, authorization and direction provided by this resolution shall continue, subject to the satisfaction of such conditions, until December 31, 2013, and the Bonds may be sold, and the Bonds, the Fiscal Agent Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, the Bond Purchase Agreement, the Preliminary Official Statement, and the Final Official Statement may be dated, entered into, executed and delivered or distributed, as appropriate, on any date selected by the City Manager, the Deputy City Manager or the Director of Finance and the Underwriter prior to said date. Section 14. Effective Date. This resolution shall take effect upon adoption and shall remain in effect until December 31, 2013, or if the Bonds are issued prior to said date, until all of the Bonds are paid at or redeemed prior to maturity. Please see the following page for tormal adoption,certification and signatures Resolution No. 13-111 - Page 7 of 8 PASSED, APPROVED, AND ADOPTED this 3rd day of July 2013. AYES: Alexander, Michael, Spagnolo, Steinorth, Williams NOES: None ABSENT: None ABSTAINED: None L. en s Michael, y6yor ATTEST: e"ice C. Reynolds, Oity Clerk I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the 3rd day of July 2013. Executed this 8"' day of July 2013, at Rancho Cucamonga, California. tc, C Vice C. Reynolds, City Jerk Resolution No. 13-111 - Page 8 of 8