Loading...
HomeMy WebLinkAboutReso 2013-138 RESOLUTION NO. 2013-]38 RESOLUT]ON OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING FOR ]TSELF Ai'\'D AS THE LEG]SLA TlVE BODY OF CERTAIN COMMUNITY F ACIL]TIES DISTRICTS, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SEPARATE SERIES OF SPECIAL TAX REFUNDING BONDS FOR EACH SUCH COMMUNITY FACILITIES DISTRICT, APPROVING THE FORM OF A FISCAL AGENT AGREEMENT, A BOND PURCHASE AGREEMENT, AN ESCROW DEPOSIT AND TRUST AGREEMENT AND A PRELIMINARY OFFIC]AL STATEMENT, AND AUTHORIZING OTHER ACTIONS IN COJ\'NECTION THEREWITH WHEREAS, the City has previously established the following Community Facilities Districts and, in certain instances, designated Improvement Areas thereto pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part ], Division 2, Title 5 of the Government Code of the State of California (the "Act") and the City of Chula Vista Community Facilities District Ordinance enacted pursuant to the powers reserved by the City of Chula Vista under Sections 3, 5 and 7 of Article XI of the Constitution of the State of California (the "Ordinance") (the Act and the Ordinance may be referred to collectively as the "Community Facilities District Law"): a. City of Chula Vista Community Facilities District No. 06-] (EastLake - Woods, Vistas and Land Swap) and Improvement Area A and Improvement Area B therein; and b. City of Chula Vista Community Facilities District No. 07-1 (Otay Ranch Village Eleven); and c. City ofChula Vista Community Facilities District No. 08-] (Otay Ranch Village Six); and d. City ofChula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six); and (each a "Community Facilities District" and collectively, the "Community Facilities Districts"); and WHEREAS, each applicable Community Facilities District issued the following series of Special Tax Bonds to finance certain public improvements to serve such Community Facilities District or Improvement Area thereto, as applicable: a. $39,000,000 City ofChula Vista Community Facilities District No. 06-1 (Eastlake- Woods Vista and Land Swap) 2002 Improvement Area A Special Tax Bonds; and Resolution No. 2013-138 Page No.2 b. $7,880,000 City ofChula Vista Community Facilities District No. 06-1 (Eastlake- Woods Vista and Land Swap) 2004 Improvement Area B Special Tax Bonds; and c. $28,050,000 City ofChula Vista Community Facilities District No. 07-1 (Otay Ranch Village Eleven) 2004 Special Tax Bonds; and d. $21,665,000 City ofChula Vista Community Facilities District No. 08-1 (Otay Ranch Village Six) 2003 Special Tax Bonds; and e. $10,250,000 City ofChula Vista Community Facilities District No. 2001 -2 (McMillin - Otay Ranch - Village Six) 2003 Special Tax Bonds; and (collectively, the "Prior Special Tax Bonds" or individually, a "Series of Prior Special Tax 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 or the Improvement Areas thereof, as applicable, for which the Prior Special Tax Bonds were issued, 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 (collectively, the "Special Tax Refunding Bonds" and individually, a "Series of Special Tax Refunding Bonds") for the purpose of defeasing and redeeming the Prior Special Tax Bonds prior to their scheduled maturity in order to reduce the borrowing costs on such indebtedness: a. the City of Chula Vista Community Facilities District No. 06-1 (Eastlake - Woods Vista and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013 in a principal amount not to exceed $35,000,000; and b. the City of Chula Vista Community Facilities District No. 06-1 (Eastlake - Woods Vista and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 in a principal amount not to exceed $8,000,000; and c. the City ofChula Vista Community Facilities District No. 07-1 (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 in a principal amount not to exceed $23,000,000; and d. the City ofChula Vista Community Facilities District No. 08-1 (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 in a principal amount not to exceed $19,000,000: and e. the City ofChula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) Special Tax Refunding Bonds, Series 2013 in a principal an10unt not to exceed $10,000,000; and Resolution No. 2013-138 Page No.3 WHEREAS, a reduction in such borrowing costs will, in turn, result in a reduction in the rate of special taxes necessary to be levied within the Community Facilities Districts or the Improvement Areas thereof, as applicable, thereby resulting in savings to the owners of the properties subject to the levy of such special taxes; and WHEREAS, the City Council requests that the Chula Vista Municipal Financing Authority issue, sell and deliver its Special Tax Revenue Refunding Bonds, Series 2013 (the "Authority Bonds") in an aggregate principal amount not to exceed $95,000,000 to provide funds in order to acquire the Special Tax Refunding Bonds and the Special Tax Refunding Bonds will provide funds to finance the defeasance and redemption of the Prior Special Tax Bonds; and WHEREAS, for the purposes of the issuance, sale and delivery of the Special Tax Refunding Bonds, there are now on file with the City Clerk copies of the forms of: A. a Fiscal Agent Agreement, by and between the Community Facilities District and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"), establishing the terms and conditions pertaining to the issuance of each series of the Special Tax Refunding Bonds (each, a "Fiscal Agent Agreement" and collectively, the "Fiscal Agent Agreements"); and B. the Bond Purchase Agreement, among the Authority, the Community Facilities Districts and E.J. De La Rosa & Co., Inc. and Stifel, Nicolaus & Company, Incorporated, the underwriters of the Authority Bonds (collectively, the "Underwriters"), related to the purchase of the Authority Bonds by the Underwriters and the purchase of the Special Tax Refunding Bonds by the Authority (the "Bond Purchase Agreement"); and C. an Escrow Deposit and Trust Agreement by and between the applicable Community Facilities District and U.S. Bank National Association, as escrow bank, to provide for the defeasance and redemption of each Series of the Prior Special Tax Bonds (each, an "Escrow Agreement"); and D. a Preliminary Official Statement containing information including but not limited to information regarding the Authority Bonds, the Authority, the Community Facilities Districts, the Improvement Areas of the applicable Community Facilities Districts, and the Special Tax Refunding Bonds (the "Preliminary Official Statement"); and WHEREAS, this City Council has reviewed and considered such forms of Fiscal Agent Agreement, Bond Purchase Agreement, Escrow Agreement and Preliminary Official Statement and finds those forms of documents suitable for approval, subject to the conditions set forth in this resolution; and Resolution No. 2013-138 Page No.4 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 Special Tax Refunding 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 Community Facilities District Law. NOW, THEREFORE, BE IT RESOLVED AND DETERMINED: SECTION I. Recitals. The above recitals are true and correct, SECTION 2. Special Tax Refunding Bonds Authorized. Pursuant to and subject to the satisfaction of all conditions precedent as set forth in the Act, this Resolution and the applicable Fiscal Agent Agreement, each Series of Special Tax Refunding Bonds is 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 ten11S, covenants and conditions of each Series of such Special Tax Refunding Bonds shall be as provided in the applicable Fiscal Agent Agreement as finally executed. In the event that any of such conditions precedent cannot be met as to any Series of the Prior Special Tax Bonds or the applicable Series of the Special Tax Refunding Bonds, such Series of Special Tax Refunding Bonds shall not be issued. SECTION 3. Findings. In furtherance of the issuance of the Special Tax Refunding Bonds, the City Council hereby makes the following findings and determinations: (i) it is prudent in the management of the fiscal affairs of each Community Facilities District to issue the applicable Series of Special Tax Refunding Bonds for the purpose, inter alia, of defeasing and redeeming the applicable Series of Prior Special Tax Bonds, (ii) as to each Series of Special Tax Refunding Bonds, the total interest cost to maturity of such Special Tax Refunding Bonds plus the principal amount of such Special Tax Refunding Bonds will not exceed the total interest cost to maturity on the applicable Series of the Prior Special Tax Bonds being defeased and redeemed from the proceeds of such Special Tax Refunding Bonds plus the principal amount of such Prior Special Tax Bonds, and (iii) the issuance of each Series of the Special Tax Refunding Bonds is in compliance with the City's Goals and Policies for Community Facilities Districts. The principal amount of each Series of Special Tax Refunding Bonds will be less than one third of the value of the property in the applicable Community Facilities District or the Improvement Area of the applicable Community Facilities District subject to the levy of the special taxes authorized under the Community Facilities District Law securing such Special Tax Refunding Bonds, as confirn1ed by the aggregate assessed value of taxable parcels in such Community Facilities District or such Improvement Area. For purposes of Section 53363.2 of the Act, the City Council hereby further finds and detern1ines that: (i) it is expected that the purchase of each Series of Special Tax Refunding Bonds will occur on the Closing Date (as such term is defined in each Fiscal Agent Agreement); (ii) the date, dcnomination, maturity dates, places of payment and form of each Series of such Special Tax Refunding Bonds shall be as set forth in the applicable Fiscal Agent Agreement, as executed and the latest maturity date of each Series will not exceed the latest maturity date of the applicable Series of Resolution No. 2013-]38 Page No.5 Prior Special Tax Bonds being refunded; (iii) the place of payment for each Series of the Prior Special Tax Bonds shall be as set forth in the applicable Bond Indenture; and (iv) the designated costs of issuing the Special Tax Refunding Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the applicable Fiscal Agent Agreement, in the Official Statement for the Authority Bonds to finance the acquisition of the Special Tax Refunding Bonds and the closing certificates for the Authority Bonds and the Special Tax 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, Financial Advisor, escrow verification costs, initial Fiscal Agent fees, costs of issuance of the Authority Bonds, and costs of City staff incurred in connection with the sale and issuance of the Authority Bonds and the Special Tax Refunding Bonds and (v) the minimum rate of interest on the Special Tax Refunding Bonds shall be 0.5%. SECTION 4. Authorization and Conditions. The City Manager, the Director of Finance and the Assistant Director of Finance of the City and each of their specified designees (each, an "Authorized Officer"), acting for and on behalf of the City or the Community Facilities Districts, as applicable, are, and each of them is, hereby authorized and directed to execute and deliver the various documents and instruments described in this Resolution with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve as being in the best interests of the Community Facilities Districts subject to any limiting conditions contained herein and further subject to the approval thereof as to form by the City Attorney or his specified designee and Best Best & Krieger LLP, bond counsel, or, Strading, Yocca, Carlson & Rauth, disclosure counsel, in the case of the Bond Purchase Agreement, Preliminary Official Statement and final Official Statement. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by the Authorized Officer. SECTION 5. Fiscal Agent Agreement. The form of Fiscal Agent Agreement on file in the City Clerk's office is hereby approved. The Authorized Representatives are each authorized to approve a Fiscal Agent Agreement for each Series of Special Tax Refunding Bonds and are authorized to execute such agreements in accordance with Section 4 above. SECTION 6. Sale of Special Tax Refunding Bonds: Bond Purchase Agreement. This City Council hereby authorizes and approves the sale of the Special Tax Refunding Bonds by negotiation to the Authority. The form of the Bond Purchase Agreement on file in the City Clerk's office is hereby approved. Notwithstanding the foregoing, the authorization to execute the Bond Purchase Agreement is subject to the satisfaction of the following conditions precedent that: (a) all findings set forth in Section 3 above have been confirmed, (b) the final maturity of the Special Tax Refunding Bonds shall not exceed the final maturity of the Prior Special Tax Bonds; and (c) that the City Manager has determined the net effective present value savings resulting from the defeasance and refunding of each such series of Prior Special Tax Bonds shall be at least five percent (5.00%) of the principal amount refunded. SECTION 7. Escrow Agreements. The form of the Escrow Agreement on file in the City Clerk's office is hereby approved. The Authorized Representatives are each authorized to approve an Escrow Agreement for each Series of Prior Special Tax Bonds and are authorized to execute such agreements in accordance with Section 4 above. Reso]ution No. 2013-]38 Page No.6 SECTION 8. Preliminary Official Statement. The form of Preliminary Official Statement presented at this meeting is hereby approved. The Authorized Officers, acting for and on behalf of each Community Faci]ities Districts, are, and each of them is, hereby authorized and directed to approve such changes, insertions and omissions therein as are necessary to enable such Authorized Officer to certify on behalf of such Community Facilities Districts that the information pertaining to such Community Facilities Districts, the Improvement Areas and the Special Tax Refunding Bonds contained in the approved Preliminary Official Statement is deemed final as of its date except for the omission of certain information as permitted by Section 240. I5c2- I2(b)(l) of Title ] 7 of the Code of Federal Regulations. The Authorized Officers, acting for and on behalf of the Community Facilities Districts, are, and each of them is further authorized and directed to bring the Preliminary Official Statement into the form of a final official statement (the "Final Official Statement") and to execute a statement that the facts contained in the Fina] Official Statement pertaining to the Community Faci]ities Districts, the Improvement Areas and the Special Tax Refunding Bonds, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Authority Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale ofthe Authority Bonds, and does not, as of the date of delivery of the Authority Bonds, contain any untrue statement ofa materia] fact with respect to the Community Facilities Districts, the Improvement Areas and the Special Tax Refunding Bonds or omit to state material facts with respect to the Community Facilities Districts, the Improvement Areas and the Special Tax Refunding Bonds required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. SECTION 10. Actions. All actions heretofore taken by the officers and agents of the City, acting for and on behalf of itself and the Community Facilities Districts, as applicable, with respect to the sale and issuance of the Special Tax Refunding Bonds are hereby approved, confirmed and ratified, and the proper officers of the City, acting for and on behalf of itself 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 Special Tax Refunding Bonds in accordance with the Act, this Resolution, the Fiscal Agent Agreements, the Escrow Agreements and the Bond Purchase Agreement and any certificate, agreement, contract, and other document described in the documents herein approved. SECTION 11. Effective Date. This resolution shall take effect from and after its adoption. Presented by Approved as to form by 'f/1a..::: j:J, "&. L Maria achadooriaii' Director of Finance/Treasurer Resolution No. 2013-138 Page No.7 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 9th day of July 20] 3 by the following vote: AYES: Councilmembers: Aguilar, Bensoussan, Ramirez, Salas and Cox NAYS: Councilmembers: None ABSENT: Councilmembers: None Ch,ryl~~ ATTEST: g~., r( ,C~ Donna R. Norris, CML:, City Clerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Donna R. Norris, City Clerk of Chula Vista, California, do hereby certifY that the foregoing Resolution No. 20]3-138 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 9th day of July 2013. Executed this 9th day of July 2013. L ~r~"c' Donna R. Norris, MC, City Clerk