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HomeMy WebLinkAbout11-179 - Resolutions RESOLUTION NO. 11-179 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2000-01 (SOUTH ETIWANDA), COMMUNITY FACILITIES DISTRICT NO. 2000-02 (RANCHO CUCAMONGA CORPORATE PARK) AND COMMUNITY FACILITIES DISTRICT NO. 2001-01, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS FOR EACH SUCH COMMUNITY FACILITIES DISTRICT, APPROVING THE FORMS OF FISCAL AGENT AGREEMENTS,A BOND PURCHASE AGREEMENT, A SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT, ESCROW AGREEMENTS, A PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS WHEREAS,the City Council did previously conduct proceedings to form and did form certain community facilities districts, such community facilities districts designated as Community Facilities No. 2000-01 (South Etiwanda) ("CFD No. 2000-01"), Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) and Community Facilities District No. 2001-01 (individually, a "Community Facilities District" and, collectively,the"Community Facilities Districts"), and designated certain improvement areas in Community Facilities District No. 2001-01 (each, an 'Improvement Area") pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Act'), for the purpose of financing certain public facilities to be owned by the City of Rancho Cucamonga and certain other public agencies (the "Improvements"); and WHEREAS, the following special tax bonds were previously issued for such Community Facilities Districts or, in the case of Community Facilities District No. 2001-01, for the Improvement Areas therein to finance the cost of the Improvements,the costs of issuing and selling such bonds to finance the Improvements and the costs to the City in establishing and administering the Community Facilities Districts and, in the case of Community Facilities District No. 2001-01, the Improvement Areas therein and did issue the following bonds of the Community Facilities Districts (referred to collectively as the 'Prior Community Facilities District Bonds"): (a) City of Rancho Cucamonga Community Facilities District No. 2000-01 (South Etiwanda) Special Tax Bonds, Series 2000 were issued by CFD No. 2000-01 (the"Prior CFD No. 2000-01 Bonds"); (b) City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax Bonds, Series 2000 were issued by CFD No.2000-02(the 'Prior CFD No. 2000-02 Bonds"), (c) City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax Bonds, Series 2001-A were issued by the City, for and on behalf of CFD No. 2001-01 (the "Prior CFD No. 2001-01 IA No. 1 and IA No. 2 Bonds'); (d) City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Bonds, Series 2001-B were issued by the City,for and on behalf of CFD No. 2001-01 (the "Prior CFD No. 2001-01 IA No. 3 Bonds"); 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 the Community Facilities Districts and, in the case of Community Facilities District No. 2001- 01, the Improvement Areas therein for which the Prior Community Facilities District Bonds were issued, the City Council, acting in its capacity as the legislative body of each of the Community Facilities Districts, desires to issue the following series of special tax refunding bonds (referred to collectively as the 'Refunding Bonds' and individually as a "Series of Refunding Bonds') for the purpose of defeasing and redeeming the Prior Community Facilities District Bonds 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 2011 in a principal amount not to exceed $1,000,000; (a). City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds, Series 2011 in a principal amount not to exceed $6,000,000; (b). City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds, Series 2011 in a principal amount not to exceed $11,500,000; and (c). City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011 in a principal amount not to exceed $1,000,000. WHEREAS, any such Refunding 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, at this time this City Council, acting in its capacity as the legislative body of the Community Facilities Districts, desires to set forth the general terms and conditions relating to the authorization, issuance, sale, delivery, and administration of the Refunding Bonds; and WHEREAS, the City Council further desires to sell the Refunding Bonds to the Rancho Cucamonga Public Financing Authority(the"Authority")and hereby requests that the Authority issue its 2011 Special Tax Refunding Revenue Bonds(the"Revenue Bonds')for the purpose of financing the acquisition of the Refunding Bonds; and WHEREAS,the City Council desires to sell the Special Tax Refunding Bonds in a negotiated sale to the Authority pursuant to the Refunding Bonds Purchase Contract (defined below); and WHEREAS,the forms of the following documents have been presented to and considered for approval by this City Council: A. Fiscal Agent Agreements by and between each of the Community Facilities Districts and Wells Fargo Bank, N.A., as fiscal agent (the "Fiscal Agent'), setting forth the representative terms and conditions relating to the issuance, sale, delivery, and administration of each Series of Refunding Bonds (each a "Fiscal Agent Agreement'); Resolution No. 11-179 - Page 2 of 8 B. Bond Purchase Agreement among the Authority, the City and the Community Facilities Districts and Stone &Youngberg LLC authorizing the sale of the Revenue Bonds to Stone & Youngberg (the 'Bond Purchase Agreement'); C. Special Tax Refunding Bonds Purchase Contract among the Authority,the City and the Community Facilities Districts authorizing the sale of the Refunding Bonds to the Authority (the "Refunding Bonds Purchase Contract'); D. An Escrow Deposit and Trust Agreement by and between CFD No. 2000-01 each Community Facilities District and Wells Fargo Bank, N.A., as escrow agent, setting forth the terms and conditions related to the defeasance and refunding of the Prior CFD No. 2000-01 Bonds; E. An Escrow Deposit and Trust Agreement by and between CFD No. 2000-02 and Wells Fargo Bank, N.A., as escrow agent, setting forth the terms and conditions related to the defeasance and refunding of the Prior CFD No. 2000-02 Bonds; F. An Escrow Deposit and Trust Agreement by and between the City, acting for and on behalf of CFD No. 2001-01, and Wells Fargo Bank, N.A., as escrow agent, setting forth the terms and conditions related to the defeasance and refunding of the Prior CFD No. 2001-01 IA No. 1 and IA No. 2 Bonds; G. An Escrow Deposit and Trust Agreement by and between the City, acting for and on behalf of CFD No. 2001-01, and Wells Fargo Bank, N.A., as escrow agent, setting forth the terms and conditions related to the defeasance and refunding of the Prior CFD No. 2001-01 IA No. 3 (this Escrow Deposit and Trust Agreement and each of the above Escrow Deposit and Trust Agreements, an "Escrow Agreement'); H. Preliminary Official Statement containing information including, but not limited to,the Community Facilities Districts and the Refunding Bonds (the "Preliminary Official Statement"); I. Continuing Disclosure Certificate to be executed and delivery by City, by and on behalf of itself and the Authority pursuant to which the City, on behalf of the Authority, will be obligated to provide ongoing annual disclosure relating to the Revenue Bonds, the Refunding Bonds and the Community Facilities Districts (the "Continuing Disclosure Certificate"); and WHEREAS, this City Council, with the aid of City staff, has reviewed and considered the documents described above and finds those 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 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 preformed in due time, form, and manner as required by the laws of the State of California, including the Act and the applicable policies and regulations of the City. Resolution No. 11-179 - Page 3 of 8 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 Community Facilities Districts, as follows: 1. Recitals. The above recitals are true and correct. 2. Determinations. This City Council, acting in its capacity as the legislative body of the Community Facilities Districts, hereby makes the following determinations pertaining to the proposed issuance of each Series of the Refunding Bonds: (a) The Goals and Policies generally require that the full cash value of the properties within a Community Facilities District or an Improvement Area of a Community Facilities subject to the levy of the special taxes must be at least 3 times the principal amount of the Refunding Bonds proposed to be issued for such Community Facilities District or such Improvement Area of such Community Facilities District, as applicable, and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within such Community Facilities District or Improvement Area or a special assessment levied on property within such Community Facilities District or such Improvement Area (collectively, "Land Secured Bonded Indebtedness"). The Act authorizes the City Council, acting as the legislative body of the Community Facilities Districts, to sell the Bonds only if the City Council has determined prior to the award of the sale of each Series of the Refunding Bonds that the value of such properties will be at least 3 times the applicable Land Secured Indebtedness. The value of the property within each Community Facilities District or Improvement Area, as applicable, which will be subject to the special tax to pay debt service on the applicable Series of the Refunding Bonds, will be at least three (3) times the Land Secured Bonded Indebtedness allocable to such properties. The foregoing determination is based upon the assessed value of the properties within each Community Facilities District or Improvement Area, as applicable. Such determination was made in a manner consistent with the Goals and Policies. (b) The terms and conditions of each Series of the Refunding Bonds as contained in the applicable Fiscal Agent Agreement are consistent with and conform to the Goals and Policies. (c) As a result of the complexity of the proposed financing being undertaken with the concurrent issuance of similar bonds for up to three Community Facilities Districts and the possibility that not all Series of Refunding Bonds will achieve savings adequate to justify the refunding of the applicable Prior Community Facilities District Bonds, the private sale of the Refunding Bonds will result in a lower overall cost to each of the Community Facilities Districts. (d) It is prudent in the management of the fiscal affairs of the Community Facilities Districts and the respective Improvement Areas therein to issue the Refunding Bonds for the purpose, inter alia, of defeasing and redeeming the Prior Community Facilities District Bonds, Resolution No. 11-179 - Page 4 of 8 (e) As to each Series of the Refunding Bonds, the total net interest cost to maturity of such Bonds plus the principal amount of such Bonds will not exceed the total net interest cost to maturity on the series of the Prior Community Facilities District Bonds being defeased and redeemed from the proceeds of such Refunding Bonds plus the principal amount of such Prior Community Facilities District Bonds. (f) For purposes of Section 53363.2 of the Act, the City Council hereby furtherfinds and determines that: (i) it is expected that the purchase of each Series of the Refunding Bonds necessary to effect the refunding of the applicable Series of Prior Special Tax Bonds will occur on the Closing Date (as such term is defined in each Fiscal Agent Agreement), (ii)the date, denomination, maturity dates, places of payment and form of each Series of such Refunding Bonds shall be as set forth in the applicable Fiscal Agent Agreement, as executed, provided, however,the maturity dates of any Series of the Refunding Bonds shall not exceed the maturity dates of the applicable Series of Prior Special Tax Bonds, (iii) the maximum true interest cost on each Series of such Refunding Bonds shall not exceed six percent (6.0%) with the actual interest rate or interest rates to be set forth in the applicable Fiscal Agent Agreement as executed; and (iv)the designated costs of issuing the Refunding Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the applicable Fiscal Agent Agreement, the Official Statement for the Revenue Bonds and/or the closing certificates for the Refunding Bonds, including but not limited to, a proportionate share of the Bond Counsel fees and expenses, Disclosure Counsel fees and expenses, purchaser's discount, printing costs for the Official Statement, Special Tax Consultant, escrow verification costs, initial Fiscal Agent fees, costs of issuance of the Revenue Bonds, fees for rating and credit enhancement, if any, on orfor the Revenue Bonds, and costs of City staff incurred in connection with the sale and issuance of the Authority Bonds and the Refunding Bonds. 3. Refunding Bonds Authorized. Pursuant to the Act, this Resolution, and the Fiscal Agent Agreements, each Series of Refunding Bonds is hereby authorized by the City Council, acting in its capacity as the legislative body of the Community Facilities Districts, to be issued in the aggregate principal amount not to exceed the amount set forth in the preceding recitals. The date, manner of payment, interest rate or rates, interest payment dates for the current interest bonds, maturity dates, denominations, forms, registration privileges, manner of execution, place of payment, terms of redemption, and other terms, covenants, and conditions of each such Series of the Refunding Bonds shall be as provided in the Fiscal Agent Agreement for each Series of the Refunding Bonds as finally executed. 4. Authorization and Conditions. The City Manager or the City Manager's designee(each, an "Authorized Officer"), acting on behalf of the City or the Community Facilities Districts, as applicable, 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 may deem necessary and advisable; provided, however, that no additions or changes shall authorize an aggregate principal amount of any Series of the Refunding Bonds in excess of the amount specified in the recitals hereinabove. 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. Resolution No. 11-179 - Page 5 of 8 5. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement by and between the respective Community Facilities District and the Fiscal Agent, with respect to each Series of the Refunding Bonds, as presented to this City Council and on file with the City Clerk, is hereby approved. The City Manager or, in the absence thereof, another Authorized Officer, is hereby authorized and directed to cause such Fiscal Agent Agreements to be completed and executed on behalf of the Community Facilities Districts for each Series of Refunding Bonds, subject to the provisions of Section 3 above. 6. Official Statement and Continuing Disclosure Certificate. The City Council hereby approves the form of the Preliminary Official Statement as presented to this City Council and on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Manager or, in the absence thereof, another Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the City Manager or, in the absence thereof, another Authorized Officer, is authorized to determine when the Preliminary Official Statement is deemed final. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the City Manager or, in the absence thereof, another Authorized Officer pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the Community Facilities Districts. 7. Sale of Refunding Bonds. This City Council hereby authorizes and approves the negotiated sale of each Series of the Refunding Bonds to the Authority. The form of the Refunding Bonds Purchase Contract is hereby approved and the City Manager or, in the absence thereof, another Authorized Officer, is hereby authorized and directed to execute the Refunding Bonds Purchase Contract on behalf of the City and each of the Community Facilities Districts upon the execution thereof by the Authority, subject to the provisions of Section 3 above and this Section 7. Notwithstanding the foregoing,the authorization to execute the Refunding Bonds Purchase Contract is subject to the satisfaction of the following conditions precedent: (a) that the total interest cost to maturity of each Series of Refunding Bonds plus the principal amount of such Refunding Bonds will not exceed the total interest cost to maturity of the Series of the Prior Community Facilities District Bonds being defeased and redeemed from the proceeds of such Series of Refunding Bonds plus the principal amount of such Series of Prior Community Facilities District Bonds, and (b) that the maximum true interest cost on each Series of the Refunding Bonds does not exceed the maximum true interest cost specified in Section 2(f). The City Manager shall withdraw from the offer to sell to the Authority any Series of Refunding Bonds which does not satisfy the conditions precedent set forth in the preceding sentence and may withdraw any Series of Refunding Bonds from such offer if the City Manager has determined, in his professional judgment, that under the circumstances existing at the time of such decision (a)the level of savings to be realized from the issuance of such Series of Refunding Bonds will not be in the best interests of the taxpayers within the applicable Community Facilities District or the applicable Improvement Area of CFD No. 2001-01 or (b) the credit quality of such Series of Refunding Bonds will adversely affect the level of savings to be realized from the issuance of each other Series of Refunding Bonds to the degree that the issuance of such Series of Refunding Bonds will not be in the best interests of the taxpayers within the other Community Facilities Districts or the other Improvement Areas within such other Community Facilities Districts. Notwithstanding the withdrawal of the offer to sell any Series of Refunding Bonds,the applicable Community Facilities District may sell to the Authority each remaining Series of Refunding Bonds that does satisfy such conditions precedent. 8. Refunding Bonds Prepared and Delivered. Upon the execution of the Refunding Bonds Purchase Contract, the Refunding Bonds shall be prepared, authenticated, and delivered, all in accordance with the applicable terms of the Act and the Fiscal Agent Agreements, and any Authorized Officer and other responsible City officials, acting for and on behalf of the Community Resolution No. 11-179 - Page 6 of 8 Facilities Districts, are hereby authorized and directed to take such actions as are required under the Refunding Bonds Purchase Contract and the Fiscal Agent Agreements to complete all actions required to evidence the delivery of the Refunding Bonds upon the receipt of the purchase price thereof from the Underwriter. 9. Bond Purchase Aqreement. The form of the Bond Purchase Agreement is hereby approved and the City Manager or, in the absence thereof, another Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the Community Facilities Districts. 10. Escrow Agreements. The Escrow Agreement identified in the recitals hereinabove with respect to each Series of the Prior Community Facilities District Bonds to be refunded, as presented to this City Council and on file with the City Clerk, is hereby approved. The City Manager or, in the absence thereof, another Authorized Officer, is hereby authorized and directed to cause the Escrow Agreements to be completed and executed on behalf of the CFD No. 2000-01, CFD No. 2000-02 or the City, acting for and on behalf of CFD No. 2001-01, as applicable, for each such Series of Prior Community Facilities District Bonds. 11. Actions. All actions heretofore taken by the officers and agents of the City, acting for and on behalf of the City or the Community Facilities Districts, with respect to the establishment of the Community Facilities Districts, and the sale and issuance of the Refunding 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 other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Refunding Bonds in accordance with the Act,this Resolution,the Fiscal Agent Agreements,the Refunding Bonds Purchase Contract,the Escrow Agreements, the Continuing Disclosure Certificate and any certificate, agreement,contract, and other document described in the documents herein approved. 12. Effective Date. This resolution shall take effect from and after its adoption. please see the following page for formal adoption,certHicatfon and signalures Resolution No. 11-179 - Page 7 of 8 PASSED, APPROVED, AND ADOPTED this 7th day of December 2011. AYES: Alexander, Buquet, Michael, Spagnolo, Williams NOES: None ABSENT: None ABSTAINED: None L. ennis Michael, Mayor ATTEST: i J!' Janixe C. Reynolds, City Clerk 1 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 7`h day of December 2011. Executed this 8`h day of December 2011, at Rancho Cucamonga, California. Janie C. Reynolds, City Clerk/ Resolution No. 11-179 - Page 8 of 8