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HomeMy WebLinkAboutReso 2015-155 RESOLUTION NO. 2015-1» RESOLU7'ION OF THE CITY COLTi�'CIL OF THE CITY OF CIIlJLA VISTA ACTII�G FOR ITSELF .AND AS THE LEGISLATNE BODY OF CERTAII�' COMn4UI�'ITY FACIL[7TES DISTRICTS. AUTHORIZII�'G AI�'D PROVIDI?�'G FOR THE ISSU.A\'CE OF SEPARATE SERIES OF REFUT�TDII�'G BONDS OR SPECIAL TAX REFUI�'DII�'G BONDS. AS APPLICABLE. FOR EACH SUCH COMMiJi�'ITY FAC[LITIES DISTRICT. APPROVII�'G THE FORM OF A FISCAL AGENT AGREEA4ENT. A BOIrTD PURCHASE COt�'TRACT FOR EACH SER[ES OF AUTHORITY BONDS. AN ESCROV�' DEPOS[T AND TRUST AGREEA4EI`TT.A PRELIA4II�'ARY OFFICIAL STATEMENT.AI�'D A FIRST SUPPLEh4ENTAL BOND II�'DENTURE FOR EACH SERIES OF PRIOR REFUNDIt�'G BONDS AND AUTHORIZII`'G OTHER ACTIONS II�' COI��'ECTION THERE�'�'1TH WHEREAS.the City has previousl}�established the follo��ing Communiri�Facilities Districu and; in certain instances, designated Improvement Areas thereto pursuant to the Mello-Roos Communin�Facilities Act of 1982, as amended. bein2 Chapter 2.�, Pan 1, Division 2. Title� of the Go�emment Code of the State of Califomia (the "Acr') and the Cih� of Chula Vista Community Facilities District Ordinance enacted pursuant to the powers resen�ed b�� the City of Chula Vista under Sections 3, � and 7 of Artide ,l'I of the Constitution of the State of Califomia (the "Ordinance ') (the .Act and the Ordinance ma�� be referred to collecti��elv as the `�Communiri Facilities District Law"): a. Cim of Chula Vista Community Facilities District No. 97-3 (Ota�� Ranch Mc�4illin Spa One); b. Cim of Chula\'ista Communiro Facilities District No. 99-1 (Otav Ranch Spa One—Portions of Villaee One. Villaee Fi��e and Villaee One V1%est); c. Cin� of Chula Vista Community Facilities District No. 07-I (Otav Ranch Villa�e Eleven); d. Cit}�of Chula\'ista Communin�Facilities District I�'o. 12-1(n4cMillin-0tav Ranch —VillaQe Seven); e. Cit�� of Chula Vista Communit�� Facilities District No. li-I (Ota�� Ranch Villa�e Seven); £ City of Chula Vista Communin� Facilities District No. 2000-1 (Sunbo�v II— Villaoes 5 throueh 10); and e. City of Chula Vista Communih� Facilities District No. 2001-1 (San Miguel Ranch) and Improvement Area A and Impro��ement Area B therein; (each a"Community Facilities Districr'and collectiveh�, the"Communit��Facilities Districu');and Resolution No. 201�-155 Page No. 2 WHEREAS,the Chula Vista Public Financing Authority(the"Public Financing Authorit}%') issued its $9�.930;000 Chula Vista Public Financing Authority Revenue Refunding Bonds, Series 200�A(the"PFA Series 200�A Bonds ')to provide funds, in part,to purchase the following special tas refundin� bonds: a. $12.010.000 Cih� of Chula Vista Community Facilities District No. 97-3 (Ota}� Ranch Mcl�4illin Spa One) 2005 Special Tax Refunding Bonds issued pursuant to a Bond Indenture by and between Chula Vista Community Facilities District No.97-3 and U.S. Bank National Association as fiscal aoent (the "Prior Fiscal AgenC'); b. $44,87�,000 City of Chula Vista Community Facilities District No. 99-1 (Otav Ranch Spa One—Portions of Village One; Village Fi��e and Village One West) 200� Special Tax Refunding Bonds issued pursuant to a Bond Indenture by and bet��een Chula Vista Communin- Facilities District No. 99-1 and the Prior Fiscal Agent; c. �7,�60,000 City of Chula Vista Community Facilities District No. 2000-1 (Sunbow II—Villages 5 through 10)2005 Special Tax Refunding Bonds issued pursuant to a Bond Indenture bv and between Chula Vista Community Facilities District No. 2000-] and the Prior Fiscal Agent; and d. $1�;�0�,000 City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) 2005 lmprovement Area A Special Tax Refunding Bonds issued pursuant to a Bond Indenture by and between Chula Vista Community Facilities District No. 2001-1 and the Prior Fiscal Agent; (collectively, the`Prior Refunding Bonds"; collectively, the "Prior Bond Indentures"); and WHEREAS, each applicable Communiry Facilities District issued the following series of Special Tax Bonds to finance certain public improvements to serve such Communiry Facilities District or Improvement Area thereto, as applicable: a. $16,950;000 City of Chula Vista Community Facilities District No. 07-1 (Otay Ranch Village Eleven) 2006 Special Tax Bonds; b. $22,56�,000 City of Chula Vista Community Facilities District No. 12-](McMillin— Otay Ranch—Village Seven) 2005 Special Tax Bonds; c. $16,620,000 Ciry ofChula Vista CommunityFacilities District No. 13-I(Otay Ranch Village Seven) 2006 Special Tax Bonds; and d. $12,2�0,000 City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) 2005 Improvement Area B Special Tax Bonds; (collectively;the"Prior Special Tax Bonds"or individually, a"Series oCPrior Special Tax Bonds"); and WHEREAS; as a result of a combination of favorable conditions in the municipal bond market and the level of development. diversit��of ownership and increase in value ofthe properties within the Community Facilities Districts or the Improvement Areas thereof;as applicable; for H�hich the Prior Refunding Bonds or Prior Special Tax Bonds.as applicable, were issued,the Cit��Council ofthe City(the"Cit��Council"),acting as the leeislative body ot'the Community Facilities Districts, desires to issue the follo��inQ bonds for the purpose of defeasing and redeeming the PFA Series Resolucion No. 201�-1» Paee No. 3 200�A Bonds or the Prior Special Tax Bonds,as applicable prior to their scheduled maturiro in order to reduce the borrowine costs on such indebtedness: a. the City of Chula Vista Communiro Facilities District No. 07-I (Ota� Ranch Village Ele��en) Special Taa Refunding Bonds, Series 201� in a principal amount not to exceed �14.000.000: b. the Cit�� of Chula Vista Community Facilities District I�'o. 12-I (McMillin— Otav Ranch — Village Se�en) Special Taa Refundino Bonds, Series 201� in a principal amount not to e�ceed �11.000.000: c. the City of Chula V ista Community Facilities District?�o. 13-I (Otay Ranch Villaee Seven) Specia] Ta� Refunding Bonds. Series 201� in a principal amount not to e�ceed ��.000.000: and d. the City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) Impro��ement Area B Special Tax Refunding Bonds, Series 201� in a principal amount not to exceed �6.000.000; ((a)through(d)collectiveh.the"Special Taz Refunding Bonds'or indi��iduall}�,a"Series of Special Ta� Refundine Bonds '): e. the City of Chula Vista Communin�Facilities District No. 97-3 (Ota��Ranch A9cMillin Spa One) Special Tax Refunding Bonds; Series 201� in a principal amount not to exceed $7.600.000: f. the Ciri-of Chula V ista Communin�Facilities District No. 99-1 (Otay Ranch Spa One — Portions of Villase One: Villaee Fi��e and Village One West) Special Tax Refunding Bonds, Series 201� in a principal amount not to esceed �27,�00,000; g. the City of Chula Vista Communitv Facilities District No. 2000-1 (Sunbo���Il — Villages � throueh ]0) Special Ta� Refunding Bonds, Series 201� in a principal amount not to eaceed ��.?�0.000: and h. the Cim of Chula Vista Community Facilities District No. 2001-1 (San n4ieuel Ranch) Impro��ement Area A Special Ta� Refunding Bonds, Series 201� in a principal amount not to esceed �8,2�0,000; ((e) throush (h) collectivel��. the ��Refunding Bonds ` or indi�iduall��, a "Series of Refunding Bonds '); and �l'HEREAS. a reduction in such borro���ina costs�i�ill. in mm, result in a reduction in the rate of special taxes necessarv to be levied N�ithin the Community Facilities Districu or the Impro��ement Areas thereof. as applicable. thereb�� resulting in sa��inas to the o«�ners of the properties subject to the le��� of such special ta�es; and WHEREAS. the Citv Council requests that the Chula Vista 1�4unicipal Financing Authoritv (the "Authoritv') issue, sell and deli��er Special Tax Re��enue Refundine Bonds, Series 201�A ([he "Series 201�A Authoriri� Bonds-`) in an ageregate principal amount not to e�ceed �36.000,000 to pro��ide funds in order to acquire the Special Ta� Refundine Bonds and the Special Tax Refundine Bonds���11, in mm,pro�-ide funds to finance the defeasance and redemption of the Prior Special Ta� Bonds: and Resolution No. 201�-1�� Page No. 4 VdHEREAS, the Citv Council has requested that the Authority issue, sell and deliver its Revenue Refunding Bonds,Series 201 SB(the"Series 2015B Authoriry Bonds"and together with the Series 201�A Authorit}� Bonds, the "Authority Bonds `) in an aggregate principal amount not to eaceed $�5.000,000 to pro��ide funds; in part; to acquire the Refunding Bonds and the Refundine Bonds ��ill. in turn, provide funds to finance the defeasance and redemption of the PFA Series 200�A Bonds and the discharge of the underl}�ing Prior Refunding Bonds; and LVHEREAS. for the purposes of the issuance, sale and delivery of the Refunding Bonds and Special Ta�; Refunding Bonds; as applicable there are noN�on file with the Ciry Clerk copies of the forms of: A. a Fiscal Agent Agreement; by and between the applicable Communit}� Facilities District and U.S. Bank Nationa] Association, as fiscal agent (the "Fiscal Agent'), establishing the terms and conditions periaining to the issuance of each series of the Refunding Bonds and Special Tax Refunding Bonds, as applicable, (each, a"Fiscal Agent Agreemenf' and collectively, the "Fiscal Agent Agreements"); B. a separate First Supplemental Bond Indenture for each series of Prior Refunding Bonds by and between tl�e applicable Community Facilities District and U.S. National Bank, as Fiscal Agent to provide tliat the defeasance of the PFA Series 2005A Bonds will cause the discharge of the Prior Refunding Bonds (each, a"First Supplemental Bond Indenture"); C. a sepazate Bond Purchase Contract for each series of Authority Bonds, among the Authorit}�, the Ciry, the Communiry Facilities Districts and Stifel, Nicolaus & Company,lncorporated,the undenvriter of the Authority Bonds(the"UnderH�riter'), related to the purchase of the Authority Bonds by the Underwriter and the purchase ofthe Refunding Bonds and Special Tax Refunding Bonds by the Authority(each, a "Bond Purchase ConVact"); D. 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 AgreemenP`); and E. tti�o separate Preliminary Official Statements containing information includina but not limited to information regarding the applicable series of the Authority Bonds,the Authorih�,the Citv of Chula Vista Reassessment District No.201�-1,the Communin- Facilities Districts; the Improvement Areas of the applicable Community Facilities Districts, the Refunding Bonds and the Special Tax Refunding Bonds (each, a "Preliminaq� Official Statement'); and WHEREAS, this Cit�� Counci] has reviewed and considered such forms of Fiscal Agent Agreement First Supplemental Bond Indenture, Bond Purchase Contract, Escrow Agreement and Preliminary Officia] Statements and finds those forn�s of documents suitable for approval;subject to the conditions set forth in this resolution; and Resolution No. 201�-1» Page I�o. � I��HERE.AS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Refundine Bonds and the Special Tax Refundine Bonds as contemplated b}�this resolution and the documenu referred to herein exist.have happened and have been performed or ha��e been ordered to ha��e been performed in due time. form and manner as required b}� the la��s of the State of Califomia, includine the Communin� Facilities District Law. \'O�'. THEREFORE. BE IT RESOLVED .A\D DETERI�4II�iED: SECTIOI�' 1. Recitals. The abo��e recitals are true and correct. SECTIOI�' 2. Refundine Bonds and Soecial Ta� Refundina 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 Refundin2 Bonds or Special Tax Refundine Bonds,as applicable, is hereb��authorized to be issued. The date;manner ofpa}Tnent,interest rate or rates, interest pa}�nent dates. denominations, form, reQistration privileges, manner of execution, place of payment. terms of redemption and other terms. covenants and conditions of each Series of such Refunding Bonds or Special Tat Refunding Bonds; as applicable, shall be as pro��ided in the applicable Fiscal Agent Agreement as finally executed. In the e��ent that an�' of such conditions precedent cannot be met as to the PFA Series 200�A Bonds or anv Series of the Prior Special Ta� Bonds. as applicable, or the applicable Series of the Refundina Bonds or Special Tat Refunding Bo�ds, as applicable, such Series of Refunding Bonds or Special Tax Refunding Bonds. as applicable, shall not be issued. SEC710N 3. Findines. In furtherance of the issuance of the Refunding Bonds and Special Taa Refunding Bonds,the Cit��Council hereb��makes the following findings and determinations: (i) it is prudent in the manaoement of the fiscal affairs of each Communin=Facilities District to issue the applicable Series of Refundine Bonds or Special Tak Refunding Bonds, as applicable. for the purpose, inter alia;of defeasing and redeeming the PFA Series 200�A Bonds or the applicable Series of Prior Special Ta� Bonds, as applicable, (ii)as to each Series of Refunding Bonds or Special Taa Refundine Bonds, as applicable, the total interest cost to mamrin� of such Refundine Bonds or Special TaY Refundine Bonds,as applicable, plus the principal amount of such Refundine Bonds or Special Ta� Refunding Bonds,as applicable. will not ezceed the total interest cost to maturity on the Prior Refunding Bonds or applicable Series of the Prior Special Ta� Bonds: as applicable. beine dischazsed or defeased and redeemed,as applicable, from the proceeds of such Refunding Bonds or Special�Tax Refundine Bonds, as applicable; plus the principal amount of such Prior Refundine Bonds or Prior Special Ta� Bonds, and (iii)the issuance of each Series of the Refunding Bonds and the Special Ta�Refundins Bonds is in compliance���ith the Cin's Goals and Policies for Community Facilities Dis[ricts. The principal amount of each Series of Refunding Bonds or Special Ta� Refunding Bonds. as applicable. will be less than one third of the ��alue of the propem� in the applicable Communitv Facilities District or the Improvement Area of the applicable Communit} Facilities District subject to the le���of the special tases authorized under the Communit}�Facilities District La"�securine such Refundins Bonds or Special Tax Refundins Bonds. as confirmed b� the aggreeate assessed ��alue of taeable parcels in such Communin��Facilities District or such lmpro��ement Area. Resolution No. 201�-1» Page No. 6 For purposes of Section 53363.2 of the Act, the City Council hereby further finds and determines that (i) it is expected that the purchase of each Series of Refunding Bonds and Special Taa Refunding Bonds will occur on the Closing Date (as such term is defined in each Fiscal Agent Agreement); (ii)the date, denomination,maturit}�dates, places of payment and form of each Series of Refunding Bonds and each Series of Special Tax Refunding Bonds shall be as set forth in the applicable Fiscal Agent Agreement, as executed and the latest maturiry date of each Series will not exceed the ]atest maturit}� date of the applicable Series of Prior Special Tax Bonds and Prior Refunding Bonds being refunded: (iii)the place of payment for each Series of the Prior Special Tax Bonds and Prior Refundine Bonds shall be as set forth in the applicable Fiscal Agent Agreement;and (iv)the designated costs of issuine the Refunding Bonds and the Special Tax Refunding Bonds shall be as described in Section �3363.8(a)of the Act;and as otherwise described in the applicable Fiscal Agent Agreement, in the Official Statements Sor the Authoriry Bonds to finance the acquisition of the Refunding Bonds and the Special Tax Refunding Bonds and the dosing certificates for the Authority Bonds, the Refunding Bonds and the Special Tax Refunding Bonds, including but not limited to, a proportionate share of Bond Counsel fees and expenses, Disclosure Counsel fees and expenses, purchaser's discount,printing costs for the Official Statements,fees and expenses for the Special Tax Consultant and Financia] Advisor, escrow verification costs, initial Fiscal Agent fees, costs of issuance of the Authorit}� Bonds, and costs of Ciry staff incurred in connection with the sale and issuance of the Authoriry Bonds.the Refunding Bonds and the Special Tax Refunding Bonds and(v) the minimum rate of interest on the Refunding Bonds or the Special Tax Refunding Bonds; as applicable, shall be 0.5%. SECTION 4. Authorization and Conditions. The City Manager,the Deputy Citt�Manager 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 eaecute 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 Communit�� Facilities Districts subject to any limiting conditions contained herein and further subject to the approval thereof as to forn� by the City Attomey or his specified designee and Best Best&Krieger LLP,bond counsel,or, Strading, Yocca, Carlson&Rauth, P.C.,disclosure counsel, in the case of the Bond Purchase Contracts, Preliminary Official Statements and final Official Statements. The approval of such additions or changes shall be condusively evidenced by the e�:ecution and delivery of such documents or instruments by the Authorized Officer. SECTION 5. Fiscal Aaent A�reement. 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 A�ent Agreement tor each Series of Refunding Bonds and Special Tax Refunding Bonds, as applicable, and are authorized to execute such agreements in aecordance with Section 4 above. SECTION 6. First Supplemental Bond Indenture. The rorm of First Supplemental Bond Indenture on file in the City Clerk's office is hereby approved. The Authorized Representatives are each authorized to approve a First Supplemental Bond Indenture tor each Series of Refunding Bonds and are authorized to execute such agreements in accordance with Section 4 above. Resolution?�io. 201�-1» Pase No. 7 SECTIOI�' 7. Sale of Refundine Bonds and Special Ta� Refundins Bonds: Bond Purchase Contracts. This Cim Council hereb� authorizes and appro��es the sale of the Refundine Bonds and Special Tax Refundine Bonds b�� neQotiation to the Authority. The forms of the Bond Purchase Contracts on file in the Cin�Clerk`s office are hereb��approved. Not�rithstandins the foreeoine, the authorization to execute the Bond Purchase Contracts is subject to the satisfaction of the folloN�ine conditions precedent thar. (a) all findines set forth in Section 3 abo��e ha��e been confirmed, (b) the final maturin- of the Refundine Bonds and Special Ta� Refundins Bonds, as applicable. shall not e�ceed the final maturiri of the Prior Special Tax Bonds or Prior Refunding Bonds. as applicable. and (c) that the Cin� D4anager has determined that either (i) the net effective present ��alue savines resultin�from the defeasance and refunding of the PF.A Series 200�A Bonds and each such series of Prior Special Taa Bonds shall be at least fi�e percent (�.00%) of the principa] amount refunded or (ii) if such minimum le��el of present ��alue saeines is not achie��ed, in his professional judement follo���ine consideration of the recommendation ofthe Depurn Ciro D9anager_that such refunding N�11 result in such level of annual savings that such refunding will nevertheless be in the best interests of the affected propem o«ners. SECTION 8. Escro« Aareements. The forms of the Escro���Aereements on file in the Cin� Clerk's office are hereb��approved. The Authorized Representatives aze each authorized to approve an Escro��=Aereement for each Series of Prior Special Tas Bonds and are authorized to execute such aereements in accordance with Section 4 above. SECTIO\'9. Preliminarv Official Statemenu. 7�he forms of Preliminan�Official Statemenu presented at this meetins are hereby appro��ed. The Authorized Officers, acting for and on behalf of each Communiti Facilities Districts. are. and each of them is. herebv authorized and directed to appro��e such chanees. insertions and omissions therein as are necessan�to enable such Authorized Officer to certifi on behalfofsuch Communin�Facilities Districts that the information pertaining to such Communit��Facilities Districts,the Improvement rlreas and the Special Ta� Refunding Bonds contained in the applicable Preliminar��Official Statement is deemed final as of its date except for the omission of certain information as permitted b�• Section 240.I�c2-12(b)(1) of Title 17 of the Code of Federal Reeulations. The Authorized Officers. actine for and on behalf of the Communin� Facilities Districts.are. and each of them is funher authorized and directed to brins each Preliminan� Official Statement into the form of a final official statement (each a"Final Official Statemenr')and to e�ecute a statement that the facts contained in the Final Official Statements pertainine to the Community Facilities Districts. the Impro��ement rUeas and the Special Ta� Refundine Bonds, and anv supplement or amendment thereto (���hich shall be deemed an orieina] part thereof for the purpose of such statement) ���ere: at the time of sale of the Authorin� Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Authorin� Bonds. and do not.as of the date of deliven�of the Authorit�� Bonds.contain am�untrue statement of a material fact N�ith respect to the Community Facilities Districts,the Improvement Areas;Refunding Bonds and the Special Tac Refundine Bonds or omit to state material facts with respect to the Community Facilities Districts, the Improvement Areas. Refunding Bonds and the Special Ta� Refunding Bonds required to be stated ���here necessary to make am� statement made therein not misleadins in the lieht of the circumstances under �vhich it ���as made. Resolution No. 201�-1» Page No. 8 SECTION 10. Actions. All actions heretofore taken by the officers and agents of the Cin�, acting for and on behalf of itselFand the Communiry Facilities Districts, as applicable,with respect to the sale and issuance of the Refunding Bonds and Special Tax Refunding Bonds are hereby approved, confirmed and ratified; and the proper officers of the Cih�, acting for and on behalf of itself or the Communih� 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 transaction discussed in this Resolution and the lawful issuance and delivery ofthe Refunding Bonds and Special Tax Refunding Bonds in accordance with the Act,this Resolution, the Fiscal Aoent Agreements, the Escrow Agreements, the First Supplemental Bond Indentures and the Bond Purchase Contracts,including any certificate,agreement,contract,and other document described in the documents herein approved. SECTION 11. Effective Date. This resolution shall lake ePfecl from and after its adoption. Presented by Approved as to form by � � . �•, , , Maria achadoorian len R�Googin Deputy City Manager/Director of Finance ity Atto�ey 1 Resolution No. 201�-1>j Paee ?�o. 9 PASSED. .APPROVED. and ADOPTED bv the Cirv Council of the Cin� of Chula Vista. Califomia, this 16th dae of June 201� b� the follo�i ine vote: AYES: Councilmembers: Aeuilar. Bensoussan. McCann. A9iesen and Salas NAYS: Councilmembers: l�'one .4BSEI�'T: Councilmembers: None . � Man Sal n9avor ATTEST: �� �o��� Donna R. Norris. CT4C. Ciro Clerk STATE OF CALIFORI�iLA ) COLTi�'TY OF S.AN DIEGO ) CITY OF CHULA VISTA ) I. Donna R. Norris. Cin� Clerk of Chula Vista_ California. do hereb�� certifi� that the foreeoina Resolution No. 201�-1» ���as duly passed. approved. and adopted bq the Cin�Council at a regular meetina of the Chula Vista Cirv Council held on the 16th da�� of June 2015. Executed this 16th da��of June 201�. � Donna R. Norris. MC. Ciri� Clerk