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HomeMy WebLinkAbout15-115 - Resolutions RESOLUTION NO. 15-115 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING REVENUE BONDS, APPROVING THE FORM OF AN INDENTURE OF TRUST, SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT, ESCROW AGREEMENT, AND OTHER DOCUMENTS, AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH REVENUE BONDS WHEREAS, the Rancho Cucamonga Public Finance Authority (the "Authority') is a public agency organized under the Joint Exercise of Powers Law of the State of California and is authorized pursuant to said law and the Joint Exercise of Powers Agreement, dated April 22, 1999 (the "Agreement"), by and between the City of Rancho Cucamonga (the "City") and Rancho Cucamonga Redevelopment Agency (the "Agency") and the Rancho Cucamonga Fire Protection District creating the Authority to assist in financing or refinancing Public Capital Improvements (as such term is defined in the Agreement) for any Local Agency (as defined in the Agreement) which includes a community facilities district formed by the City and to acquire bonds of a Local Agency; 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 City of Rancho Cucamonga Community Facilities District No. 2000-01 (South Etiwanda) ("CFD No. 2000-01"), City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) ("CFD No. 2000-02"), Improvement Areas Nos. 1, 2 and 3 (each, an"Improvement Area")within City of Rancho Cucamonga Community Facilities District No. 2001-01 ("CFD No. 2001-01"), City of Rancho Cucamonga Community Facilities District No. 2006- 01 (Vintner's Grove) ("CFD No. 2006-01") and City Rancho Cucamonga Community Facilities District No. 2006-02 ("CFD No. 2006-02"and together with CFD No.2000-01 and CFD No.2000-02, CFD No.2001-01 and CFD No. 2006-01,the "Community Facilities Districts"or individually, each a "Community Facilities District") for which bonds of the Community Facilities Districts (for CFD No. 2000-01, CFD No. 2000-02 and CFD No. 2001-01,the"Prior Special Tax Refunding Bonds"and for CFD No. 2006-01 and CFD No. 2006-02, the"Prior Special Tax Bonds"and,together with the Prior Special Tax Refunding Bonds, the "Prior Community Facilities District Bonds") have been issued pursuant to separate Fiscal Agent Agreements for certain series of Prior Community Facilities District Bonds by and between the applicable Community Facilities District and Wells Fargo Bank, National Association (the "Prior Fiscal Agent") as fiscal agent (collectively, the "Prior Fiscal Agent Agreements"); and WHEREAS,the Authority previously issued its Rancho Cucamonga Public Finance Authority Special Tax Refunding Revenue Bonds, Series 2012(the"Prior Authority Bonds")for the purpose of financing the acquisition of the Prior Special Tax Refunding Bonds; and WHEREAS,the City Council of the City(the"City Council"),acting as the legislative body of the Community Facilities Districts, desires to issue the following special tax refunding bonds (referred to collectively as the "Refunding Bonds") for the purpose of defeasing and refunding the Prior Authority Bonds and thereby discharging the Prior Special Tax Refunding Bonds and defeasing and redeeming the Prior Special Tax Bonds, each prior to their scheduled maturity in order to reduce the borrowing costs on such indebtedness: A. City of Rancho Cucamonga Community Facilities District No. 2000-01(South Etiwanda) Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $500,000; RESOLUTION NO. 15-115 - Page 1 of 5 B. City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho California Corporate Park) Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $4,500,000; C. City of Rancho Cucamonga Community Facilities District No.2001-01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $7,750,000; D. City of Rancho Cucamonga Community Facilities District No.2001-01 Improvement Area No. 3 Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $800,000; E. City of Rancho Cucamonga Community Facilities District No. 2006-01 (Vintner's Grove) Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $4,200,000; and F. City of Rancho Cucamonga Community Facilities District No. 2006-02 (Amador on Route 66) Special Tax Refunding Bonds, Series 2015 in a principal amount not to exceed $2,500,000. WHEREAS, the City Council, acting on behalf of the City and as the legislative body of the Community Facilities Districts,desires and requests that the Authority issue and sell its 2015 Special Tax Refunding Revenue Bonds (the "Revenue Bonds") in an aggregate principal amount not to exceed$20,250,000 to provide funds to purchase the Refunding Bonds and to pay costs of issuing the Revenue Bonds; and WHEREAS,to facilitate the discharge of the Prior Special Tax Refunding Bonds, the Board of Directors, acting for and on behalf of the Authority as the owner of the Special Tax Refunding Bonds, consents to the amendment of the Prior Fiscal Agent Agreements related to the Prior Special Tax Refunding Bonds to provide that the Prior Special Tax Refunding Bonds will be discharged upon the defeasance and refunding of the Prior Authority Bonds and the Board of Directors further agrees to issue the Revenue Bonds, in part, for such purpose; and WHEREAS,the Board of Directors is recommending the direct sale of the Revenue Bonds to City National Bank(the"Purchaser")pursuant to the terms set forth in the term sheet dated May 28, 2015 (the "Term Letter') from Municipal Finance Corporation ("Municipal Finance"), as the representative of the Purchaser, and the Purchaser subject to the terms and conditions set forth in this Resolution; and WHEREAS,the Revenue Bonds shall be issued pursuant to the terms and provisions of the Marks-Roos Local Bond Pooling Act of 1985 (the "Bond Law"); and WHEREAS, at this time this Board of Directors desires to set forth the general terms and conditions relating to the authorization, issuance,sale,delivery,and administration of the Revenue Bonds; and WHEREAS, the forms of the following documents have been presented to and considered for approval by this Board of Directors: A. Indenture of Trust by and between the Authority and MUFG Union Bank, N.A., as trustee (the"Trustee"),setting forth the terms and conditions relating to the issuance, RESOLUTION NO. 15-115 - Page 2 of 5 sale, delivery, closing and administration of the Revenue Bonds (the "Indenture of Trust"); B. Special Tax Refunding Bonds Purchase Contract among the Authority and each Community Facilities District authorizing the purchase of the Refunding Bonds of each Community Facilities District by the Authority(the"Refunding Bonds Purchase Contract"); and C. Escrow Agreement by and between the Authority and Wells Fargo Bank, National Association, as escrow agent for the Prior Authority Bonds setting forth the terms and conditions related to the defeasance and redemption of the Prior Authority Bonds (the "Escrow Agreement'); and WHEREAS, this Board of Directors, with the aid of Authority staff, has reviewed and considered the documents described above and finds such documents suitable for approval,subject to the conditions set forth in this resolution; and WHEREAS,all conditions,things, and acts required to exist,to have happened,and to have been performed precedent to and in the issuance of the Revenue Bonds as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed or have been ordered to have been performed in due time, form, and manner as required by the laws of the State of California, including the Bond Law. NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED by the Board of Directors of the Rancho Cucamonga Public Finance Authority as follows: 1. Findings. The Board of Directors of the Authority finds (a) that the above recitals are true and correct and (b)the sale of the Revenue Bonds at a private sale,without advertising for bids,will result in a lower overall cost to the Authority and the Community Facilities Districts. 2. Revenue Bonds Authorized. Pursuant to the Bond Law,this Resolution and the Indenture of Trust, Revenue Bonds in an aggregate principal amount not to exceed $20,250,000 are hereby authorized to be issued. The date, manner of payment, interest rate or rates, interest payment dates, denominations,form, registration privileges, manner of execution,place of payment,terms of redemption, and other terms, covenants, and conditions of the Revenue Bonds shall be as provided in the Indenture of Trust as finally executed. 3. Authorization and Conditions. The Chairperson, the Vice-Chairperson or the Executive Director of the Authority or the Executive Director's designee (each, an "Authorized Officer') are each 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 Officer, acting alone, may deem necessary and advisable; provided, however, that no additions or changes shall authorize an aggregate principal amount of Revenue Bonds in excess of $20,250,000, and/or a true interest cost on the Revenue Bonds in excess of four and one quarter percent (4.25%) per year. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by an Authorized Officer, following consultation with and review by Best Best & Krieger LLP, as bond counsel. 4. Indenture of Trust. The form of Indenture of Trust by and between the Authority and the Trustee and acknowledged and agreed to by the Purchaser with respect to the Revenue Bonds as presented to this Board of Directors, is hereby approved. The Executive Director,or, in the absence thereof, another Authorized Officer, acting alone, is hereby authorized and directed to cause the RESOLUTION NO. 15-115 - Page 3 of 5 same to be completed and executed on behalf of the Authority,subject to the provisions of Section 3 above. 5. Escrow Agreement. The form of Escrow Deposit and Trust Agreement by and between the Authority and Wells Fargo Bank, National Association, as escrow bank, with respect to the Series 2012 Authority Bonds as presented to this Board of Directors, is hereby approved. The Executive Director, or, in the absence thereof, another Authorized Officer, acting alone, is hereby authorized and directed to cause the same to be completed and executed on behalf of the Authority, subject to the provisions of Section 3 above. 6. Sale of Revenue Bonds. This Board of Directors hereby authorizes and approves the direct sale of the Revenue Bonds to the Purchaser pursuant to the Indenture of Trust and the Term Letter, together with any changes therein or additions thereto which are deemed advisable by the Executive Director, or in the absence thereof, another Authorized Officer. 7. Revenue Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement,the Revenue Bonds shall be prepared, authenticated, and delivered, all in accordance with the applicable terms of the Bond Law and the Indenture of Trust, and any Authorized Officer and other responsible officials of the Authority, acting for and on behalf of the Authority, are hereby authorized and directed to take such actions as are required under the Indenture of Trust to complete all actions required to evidence the delivery of the Revenue Bonds upon the receipt of the purchase price thereof from the Purchaser. 8. Authorization to Purchase Refunding Bonds: Refunding Bonds Purchase Contract. This Board of Directors hereby approves the purchase of the Refunding Bonds from the Community Facilities Districts pursuant to the Refunding Bonds Purchase Contract. The Authority is hereby authorized to pay the purchase price for the Refunding Bonds from the proceeds of the Revenue Bonds. The form of the Refunding Bonds Purchase Contract is hereby approved and the Executive Director or, in the absence thereof,another Authorized Officer, is hereby authorized and directed to execute the Refunding Bonds Purchase Contract on behalf of the Authority upon the execution thereof by the Community Facilities Districts. 9. Actions. The resolution of the City Council approving the sale of the Refunding Bonds to the Authority reserved to the City Manager the authority to withdraw the offer to sell any series of the Refunding Bonds under certain conditions set forth in such resolution. In the event that the City Manager does withdraw the offer to sell any series of the Refunding Bonds, the Executive Director or any other Authorized Officer are each 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 Officer,acting alone, may deem necessary and advisable to reflect and implement such withdrawal. All actions heretofore taken by the officers and agents of the Authority or the City, acting for and on behalf of the Authority, with respect to the sale and issuance of the Revenue Bonds are hereby approved, confirmed, and ratified, and the proper officers of the Authority or the City, acting for and on behalf of the Authority, 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 other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Revenue Bonds in accordance with the Bond Law, this Resolution,the Indenture of Trust,the Refunding Bonds Purchase Contract,the Escrow Agreement, and any certificate, agreement, contract, and other document described in the documents herein approved. 11. Effective Date. This resolution shall take effect from and after its adoption. RESOLUTION NO. 15-115 - Page 4 of 5 PASSED, APPROVED, AND ADOPTED this 1s' day of July 2015. AYES: Alexander, Kennedy, Michael, Spagnolo, Williams NOES: None ABSENT: None ABSTAINED: None ennis Michael, Mayor ATTEST: ni e C. Reynolds, City 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 is' day of July 2015. Executed this 15' day of July 2015, at Rancho Cucamonga, California. 'anicC. Reynolds, City Clerk RESOLUTION NO. 15-115 - Page 5 of 5