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HomeMy WebLinkAboutResolution - FA 02-02 STATE OF CALIFORNIA ) RESOLUTION NO. 2378-FA-02-02 COUNTY OF RIVERSIDE) ss CITY OF SAN JACINTO ) RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JACINTO FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS FOR THE PURPOSE OF PURCHASING BONDS OF CITY OF SAN JACINTO COMMUNITY 'FACILITIES DISTRICT NO. 2002-1 AND COMMUNITY FACILITIES DISTRICT NO. 2 OF THE CITY OF SAN JACINTO AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A BOND PURCHASE CONTRACT A BOND EXCHANGE AGREEMENT AND AUTHORIZING OTHER ACTIONS WHEREAS, the San Jacinto Financing Authority (the "Authority") is a joint powers authority duly organized and existing under and pursuant to that certain Amended and Restated Joint Exercise of Powers Agreement dated as of May 1, 1997, by and between the City of San Jacinto (the "City") and the Redevelopment Agency of the City of San Jacinto and under the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California; and WHEREAS, the Authority is authorized by Section 6588 of the Government Code of the State of California to issue bonds for the purpose of purchasing bonds of the City; and WHEREAS, the Board of Directors of the Authority (the "Board"), in order to assist the City in accomplishing the refunding of the outstanding bonds of Community Facilities District No. 2 of the City of San Jacinto (the "CFD No. 2") is considering the issuance and sale of its revenue bonds (the "Bonds") for the purpose of exchanging the bonds of CFD No. 2 designated the Community Facilities District No. 2 of the City of San Jacinto Special Tax Refunding Bonds, 2002 Subordinate Series B (the "Series B Local Obligations"), which are to be issued in an original aggregate principal amount which will not exceed $20,000,000 and for the concurrent purchase through exchange of the City of San Jacinto Community Facilities District No. 2002-1 (Rancho San Jacinto, Phase 2), Special Tax Bonds, 2002 Series Awhich are to be issued in an original aggregate principal amountwhich will not exceed$20,000,000(the"Series A Local Obligations" and, together with the Series B Local Obligations, the "Local Obligations"); and .RVPUBXAB153749B 1 'WHEREAS, the City has determined that the issuance and sale of the Local Obligations to refund the outstanding bonds of the District will result in savings in effective interest rates on the outstanding bonds of the District to the benefit of the residents of the District; and WHEREAS, the Treasurer of the Authority(the"Treasurer") has advised the Board that in order to prevent the Bonds of the Authority from being held by persons other than a sophisticated investor it is necessary to do the following: (i) issue the Bonds in authorized denominations of $100,000 or more; (ii) issue the Bonds in multiple tranches which have graduated levels of seniority; and (iii)provide a test which provides that land values or revenues, hereinafter defined, must meet certain thresholds prior to being available for sale to the public other than sophisticated investors. WHEREAS, there has been presented to the Board at the meeting at which this resolution is adopted a form of Bond Purchase Contract whereby the Authority will purchase the Series A Local Obligations from the City; and WHEREAS, there has been made available to the Board a form of Indenture of Trust to be entered into between the Authority and Union Bank of California, N.A., as Trustee (the "Trustee"), whereby the Trustee will authenticate and deliver the Bonds, act as registrar, paying agent and transfer agent for the Bonds, and administer certain funds and accounts established thereby; and 0 WHEREAS, there has also been presented to the Board (i) a form of Bond Exchange Agreement whereby Elliott Associates, L.P. (the "Original Purchaser"} has offered to purchase the Bonds from the Authority through the exchange of the Series B Local Obligations and (ii) a form of Preliminary Private Placement Memorandum relating to the Bonds; and WHEREAS, the Board has considered such documents and a reportfrom the Authority staff and has determined that it is in the best interests of the City, CFD No. 2, the District and the owners of property within the District and CFD No. 2 that the Bonds be issued and sold and that the Authority purchase the Local Obligations from the City as described above; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE BOARD OF DIRECTORS OF THE SAN JACINTO FINANCING AUTHORITY AS FOLLOWS: Section 1. Issuance of Bonds; Approval of Indenture. The Board authorizes the issuance of the Bonds of multiple tranches in an original aggregate principal amount which shall not exceed $20,000,000. The Bonds shall be issued pursuant to an Indenture of Trust by and between the Authority and the Trustee (the "Indenture"). The Board determines that tranches issued pursuant to the Indenture shall have a lien upon and a pledge of the Revenues (as defined in the Indenture) in an order of priority to each tranche RVPU8q(AD637496 2 alphabetically such that if on any Interest Payment Date (as defined in the Indenture) the funds on deposit in the Revenue Fund, established pursuant to the Indenture, are not sufficient to pay the full amount of the interest on or interest on and ,principal of all tranches, the Trustee shall first apply the available funds in the Revenue Fund to pay the interest on or interest on and principal of tranches in the priority designated in the Indenture. The Board approves the Indenture in the form made available to the Board at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Treasurer, upon consultation with Best Best &Krieger LLP, Bond Counsel to the Authority ("Bond Counsel"). The Board authorizes and directs the Vice-Chairman or Executive Director and the Secretary of the Authority to execute and deliver the final form of the Indenture for and in the name and on behalf of the Authority with such changes`therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Section 2. Appointment of Trustee. Union Bank of California, N.A., is appointed as Trustee under the Indenture, for the benefit of the Authority and the owners of the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. Section 3. Approval of Purchase of Local Obligations: Approval of City Bond Purchase Agreement. The Board authorizes and approves the purchase from the City of the Series A Local Obligations, through exchange pursuant to and in accordance with the provisions of the Bond Purchase Contract between the City and the Authority (the "Bond Purchase Contract"). The Board approves the Bond Purchase Contract in the form presented to the Board at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Treasurer, upon consultation with Bond Counsel. The Board authorizes and directs, the Vice- Chairman, the Executive Director or the Treasurer to execute and deliver the final form of the Bond Purchase Contract for and in the name and on behalf of the Authority. Section 4. Exchange of Bonds. The Board approves and authorizes the exchange of the Bonds by negotiation with the Original Purchaser for the Series B Local Obligations pursuant to the Bond Exchange Agreement among the Authority, the City and the Original Purchaser, in the form presented to the Board at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Treasurer, upon consultation with Bond Counsel. The Board authorizes and directs the Vice-Chairman, Executive Director or the Treasurer to execute and deliver the Bond Exchange Agreement for and in the name and on behalf of the Authority with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. The original aggregate principal amount of the Bonds shall not exceed $20,000,000. The rate of interest on the Bonds shall not exceed seven percent (7%) per annum. Section 5. Determination of Sufficiency of Revenues. The Bonds shall not, regardless of the authorizations given by other sections of this resolution, be sold and delivered unless the Treasurer determines, based on calculations made by the financing RVPUBtKAB1637498 3 advisor to the City, that the amounts which the Authority will receive from the City as payments of interest on and principal of the Local Obligations will be sufficient to pay the interest on and principal of the Bonds at all times until their final maturity; provided that in making such calculations the 'financing advisor shall assume that the annual installments of the special taxes levied on parcels of property in the District and the revenues to come from CFD No. 2 as security for the payment of the principal of and interest on the Local Obligations which will be collected on the tax roll in each fiscal year will be paid in full in each fiscal year and that the Reserve Fund will be funded by fiscal year ending`2014. Section 6. Private Placement Memorandum. The Board approves the preparation of and the form of the Preliminary Private Placement Memorandum`presented to the Board at the meeting at which this resolution is adopted, with such modifications thereof and additions thereto as the Treasurer may deem appropriate upon consultation with Bond Counsel and Harrell&Company Advisors, as Financing Advisor to the Authority. The Board authorizes the Executive Director and Treasurer to distribute the Preliminary Private Placement Memorandum to the Original Purchaser. The Board authorizes the Treasurer to participate with Bond Counsel and Financing Advisor in the preparation of a final Private Placement Memorandum based on the Private Placement Memorandum with such additions thereto or modifications thereof as maybe deemed appropriate by Bond Counsel and the Financing Advisor. The Vice-Chairman, the Executive Director or the Treasurer is authorized to execute and deliver the final Private Placement Memorandum and cause it to be delivered to the Original Purchaser. Section 7. Official Actions, The Vice Chairperson, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in connection with the issuance and sale of the Bonds. R VPUBXAM637498 4 Section 8. Effective Date. This resolution shall take effect upon adoption. APPROVED AND ADOPTED this 10th day of September, 2002. Ayes: Nays: Absent: Abstain: City of San Jacinto C Jim A/res, Vice Mayor ATTEST: / J C�orothy L. luinard, City Clerk RVPUBXAB\637498 5