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HomeMy WebLinkAboutReso 2005-357 RESOLUTION NO. 2005-357 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 12-1 (MCMILLIN OTA Y RANCH VILLAGE SEVEN), AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX BONDS OF THE DISTRICT, APPROVING THE FORM OF BOND INDENTURE, BOND PURCHASE AGREEMENT, PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS RELATED THERETO AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS WHEREAS, the City Council of the City of Chula Vista (City Council), did previously conduct proceedings to form and did form a community facilities district pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of I 982", being Chapter 2.5, Part I, Division 2, Title 5 of the Government Code of the State of California (Act) and the City ofChula Vista Community Facilities District Ordinance enacted pursuant to the powers reserved by the City ofChula Vista under Sections 3, 5 and 7 of Article XI of the Constitution ofthe State of California (Ordinance) (the Act and the Ordinance may be referred to collectively as the "Community Facilities District Law"), such Community Facilities District designated as Community Facilities District No. 12-1 (McMillin Otay Ranch Village Seven) (Community Facilities District) for the purpose of financing the acquisition or construction of certain public improvements; and WHEREAS, this City Council has previously declared its intention to issue bonds for the Community Facilities District to finance the acquisition or construction of such improvements, such bonds be issued pursuant to the terms and provisions of the Act and the City of Chula Vista Statement of Goals and Policies Regarding the Establishment of Community Facilities Districts, as amended to date (Goals and Policies); and WHEREAS, at this time this City Council desires to set forth the general terms and conditions relating to the authorization, issuance and administration of such bonds for the Community Facilities District; and WHEREAS, the forms of the following documents have been presented to and considered for approval by this City Council: A. Bond Indenture by and between the Community Facilities District and U.S. Bank, National Association, as fiscal agent (Fiscal Agent) setting forth the terms and conditions relating to the issuance and sale of bonds (Bond Indenture); B. Bond Purchase Agreement authorizing the sale of bonds to Stone & Youngberg LLC, the designated underwriter (Bond Purchase Agreement); Resolution No. 2005-357 Page 2 C. Preliminary Official Statement containing information including but not limited to the Community Facilities District and the bonds, including the terms and conditions thereof (Preliminary Official Statement); and D. Continuing Disclosure Agreement by and between the Community Facilities District and NBS Government Finance Group, as dissemination agent (Dissemination Agent), pursuant to which the Community Facilities District will be obligated to provide ongoing annual disclosure relating to the bonds (Continuing Disclosure Agreement); and WHEREAS, this City Council, with the aid of City staff. has reviewed and considered the Bond Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement and the Preliminary Official Statement 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 of Chula Vista. NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: SECTION I. Recitals. The above recitals are true and correct. SECTION 2. Determinations. This legislative body hereby makes the following determinations pertaining to the proposed issuance of the Bonds: (a) The Goals and Policies generally require that the full cash value of the properties within the Community Facilities District subject to the levy of the special taxes must be at least 4 times the principal amount of the Bonds (as defined below) and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Community Facilities District or a special assessment levied on property within the Community Facilities District (collectively, "Land Secured Bonded Indebtedness"). The Act authorizes the City Council, acting as the legislative body of the Community Facilities District, to sell the Bonds only if the City Council has determined prior to the award of the sale of the Bonds that the value of such properties within the Community Facilities District will be at least 3 times the amount of such Land Secured Indebtedness. The value of the property within the Community Facilities District which will be subject to the special tax to pay debt service on the Bonds will be at least 4 times the amount of the Land Secured Bonded Indebtedness. The Goals and Policies further provide that the full cash value of each development area for which no final subdivision map has been filed must also be at least 4 times .- ~ Resolution No. 2005-357 Page 3 the Land Secured Bonded Indebtedness allocable to each such property. 'Final subdivision maps have been filed for each development area within the Community Facilities District, therefore, there are no unmapped development areas remaining within the Community Facilities District. The foregoing determinations are based upon the full cash value of such properties and development areas as shown upon an appraisal of the subject properties prepared by Bruce W. Hull & Associates, a state certified real estate appraiser, as defined in Business and Professions Code Section 11340( c). Such determination was made in a manner consistent with the Goals and Policies. (b) The terms and conditions of the Bonds as contained in the Bond Indenture are consistent with and conform to the Goals and Policies. (c) As a result of the current status of development of the property within the Community Facilities District and the relative overall lack of diversity of ownership of property therein, the private sale of the Bonds will result in a lower overall cost to the Community Facilities District. SECTION 2. Bonds Authorized. Pursuant to the Community Facilities District Law, this Resolution and the Bond Indenture, special tax bonds of the Community Facilities District designated as "City of Chula Vista Community Facilities District No. 12-1 (McMillin Otay Ranch Village Seven) 2005 Special Tax Bonds" (Bonds) in an aggregate principal amount not to exceed $25,000,000 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 Bonds shall be as provided in the Bond Indenture as finally executed. SECTION 3. Authorization and Conditions. The City Manager, an Assistant City Manager, the Director of Finance and such other official or officials of the City as may be designated in writing by this City Councilor the City Manager (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 may deem necessary and advisable provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of$25,000,000, an annual interest rate on the Bonds in excess of six percent (6.00%) per year and a purchase price for the Bonds not less than ninety eight and seventy five hundredths percent (98.75%) of the par amount of the Bonds (excluding original issue discount, if any). 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, upon consultation with and review by the City Attorney and Best Best & Krieger LLP, the Community Facilities District's bond counsel. SECTION 4. Bond Indenture. The form of Bond Indenture by and between the Community Facilities District and the Fiscal Agent, with respect to the Bonds as presented to this City Council and on file with the City Clerk is hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the Community Facilities District, subject to the provisions of Section 3 above. Resolution No. 2005-357 Page 4 SECTION 5. Official Statement and Continuing Disclosure Agreement. The City Council hereby approves the form ofthe 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 Director of Finance or, in the absence of the Director of Finance, another Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (Rule) the Director of Finance or, in the absence of the Director of Finance, another Authorized Officer is authorized to determine when the Preliminary Official Statement is deemed final, and the Director of Finance or such other Authorized Official is hereby authorized and directed to provide written certification thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Director of Finance or, in the absence of the Director of Finance, another Authorized Officer pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the Community Facilities District. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter as the initial purchaser of the Bonds. The form of Continuing Disclosure Agreement by and between the Community Facilities District and the Dissemination Agent as presented to this City Council and on file with the City Clerk is hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the Community Facilities District, subject to the provisions of Section 3 above. SECTION 6. Sale of Bonds. This City Council hereby authorizes and approves the negotiated sale of the Bonds to the Underwriter. The form of the Bond Purchase Agreement is hereby approved and an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the Community Facilities District upon the execution thereof by the Underwriter, subject to the provisions of Section 3 above. SECTION 7. Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Community Facilities District Law and the Bond Indenture, and any Authorized Officer and other responsible City officials, acting for and on behalf of the Community Facilities District, are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Bond Indenture to complete all actions required to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter. SECTION 8. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment ofthe Community Facilities 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 Community Facilities District, 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 Bonds in accordance with the Community Facilities District Law, this Resolution, the Bond Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, and any certificate, agreement, contract, and other document described in the documents herein approved. Resolution No. 2005-357 Page 5 SECTION 9. Effective Date. This resolution shall take effect rrom and after its adoption. Presented by Approved as to form by dd,a;k-6~ .--/ _ L- Sohaib Al-Agha City Engineer CA~~ Ann Moore City Attorney PASSED, APPROVED, and ADOPTED by the City Council of the City ofChula Vista, California, this I st day of November, 2005, by the following vote: AYES: Councilmembers: Castaneda, McCann, Rindone, and Padilla NAYS: Councilmembers: None ABSENT: Council members: Davis ~r!i2LtL Stephen C. Padilla, Mayor ATTEST: ~LV./~~~~C:------ ) Susan Bigelow, MMC, City lerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certifY that the foregoing Resolution No. 2005-357 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the I st day of November 2005. Executed this 1st day of November 2005. ~.~,~~~. Susan Bigelow, MMC, City Cler