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HomeMy WebLinkAboutResolution - 3609 I` STATE OF CALIFORNIA ) RESOLUTION NO. 3609 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) s RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO AUTHORIZING THE ISSUANCE OF BONDS OF CITY OF SAN JACINTO COMMUNITY FACILITIES DISTRICT NO. 2002-1 DESIGNATED 2016 SPECIAL TAX REFUNDING BONDS FOR THE PURPOSE OF DEFEASING AND REFUNDING THE OUTSTANDING BONDS OF SAID DISTRICT, APPOINTING FISCAL AGENT, APPROVING THE FORM OF A FISCAL AGENT AGREEMENT AND AN ESCROW AGREEMENT AND AUTHORIZING NEGOTIATION OF TERMS OF THE SALE OF SAID BONDS, APPROVING A PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING PREPARATION OF A FINAL OFFICIAL STATEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, bonds have been issued for the City of San Jacinto Community Facilities District No. 2002-1, County of Riverside, State of California (the "District") as City of San Jacinto Community Facilities District No. 2002-1, 2002 Special Tax Bonds outstanding in the aggregate principal amount of$19,549,817.11 (the "Prior Special Tax Bonds"); and s WHEREAS, the San Jacinto Financing Authority issued its $17,841,416.76 2002 Local Agency Revenue Bonds, Series A (Tranches A through D) (the "Authority Bonds"); and WHEREAS, the City Council (the "City Council") of the City of San Jacinto (the "City") has been advised that it may be possible to issue bonds of the District for purpose of refunding the Prior Special Tax Bonds, at interest rates that will result in a net present value savings of 3% or more from the interest rates on the currently outstanding Prior Special Tax Bonds and to thereby provide savings to the property owners in the District through reduced special taxes that will be levied on parcels of taxable property in the District to pay the principal of and interest on the refunding bonds (the "Refunding Bonds"); and WHEREAS, the Refunding Bonds of the District shall be designated "Community Facilities District No. 2002-1 2016 Special Tax Refunding Bonds;" and WHEREAS, payment of the principal of and interest on the Prior Special Tax Bonds are secured by special taxes that are levied on parcels of taxable property in the District (the "Special Taxes"); and WHEREAS, payment of the principal of and interest on the Refunding Bonds that may be issued by the District will be secured by such Special Taxes; and 24438.70023\22517527.2 1 WHEREAS, pursuant to Section 53345.8 of the California Government Code, the City Council, as the legislative body of the District, may sell bonds of the District only if it determines prior to the award of the sale of such bonds that the value of the real property that would be subject to the Special Tax to pay debt service on the bonds will be at least three (3) times the principal amount of the bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Mello-Roos Community Facilities Act of 1982 (Section 53311, et seq., of the California Government Code) or a special assessment levied on property within the District; and WHEREAS, NBS Government Finance Group, the special tax consultant to the City, has determined, based on a review of the Riverside County Assessor's Assessment Roll for fiscal year 2015-16, that the total assessed value of taxable property in the District is $145,181,084 including all property within the District and $143,013,627 excluding undeveloped property within the District; and. WHEREAS, upon the issuance of the Refunding Bonds of the District and the deposit of the appropriate portion of the proceeds of the sale of such Refunding Bonds in the redemption fund, such outstanding Prior Special Tax Bonds will be defeased and the property in the District will no longer be subject to the levy of special taxes to pay debt service on such outstanding Prior Special Tax Bonds, but will instead be subject to the levy of special taxes to pay debt service on the Refunding Bonds; and WHEREAS, if the Refunding Bonds of the District are issued and sold in an aggregate principal amount that does not exceed $20,000,000, the value of the parcels of real property within the District that will be subject to the levy of the Special Taxes will be more than three (3) times the principal amount of such Refunding Bonds and any other parity bonds of the District; and WHEREAS, there has also been made available to the City Council a form of Fiscal Agent Agreement (the "Fiscal Agent Agreement") to be executed and delivered by the City and MUFG Union Bank, N.A., as Fiscal Agent, with respect to the Refunding Bonds that will be issued by the District, whereby the Fiscal Agent will authenticate and deliver such Refunding Bonds and perform certain other duties; and WHEREAS, there has also been made available to the City Council a form of escrow agreement (the "Escrow Agreement") to be executed and delivered by the City and the San Jacinto Financing Authority (the "Authority") with respect to the defeasance and redemption of the outstanding Prior Special Tax Bonds and the Authority Bonds, whereby the escrow agent thereunder will receive a portion of the proceeds of the sale of the Refunding Bonds and certain funds related to the outstanding Prior Special Tax Bonds and the Authority Bonds that will be deposited in the redemption fund to provide for the defeasance and redemption of the Prior Special Tax Bonds and the Authority Bonds and will perform certain other duties; and WHEREAS, there has been made available to the City Council a form of Bond Purchase Agreement whereby Piper Jaffray & Co., as underwriter (the "Underwriter") 24438.70023\22517527.2 2 will purchase the Refunding Bonds from the District (the "Bond Purchase Agreement"); and a WHEREAS, there has also been presented to the City Council a form of Preliminary Official Statement relating to the Refunding Bonds (the "Preliminary Official Statement"); and WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Certificate appended to the Preliminary Official Statement to be executed and delivered by the City on behalf of the District and a dissemination agent to be appointed by the City (the "Continuing Disclosure Certificate"), for the benefit of the owners of the Refunding Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "Rule"); and WHEREAS, the City Council has considered the forms of the Fiscal Agent Agreement, the Escrow Agreement, the Bond Purchase Agreement, the Continuing Disclosure Certificate and the Preliminary Official Statement and has determined that it is in the best interest of the owners of property in and the residents of the District, that the City Council authorize the issuance and sale of the Refunding Bonds and the execution and delivery of said agreements, subject to the conditions hereinafter contained; NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the City Council of the City of San Jacinto, as follows: { Section 1. Findings. The City Council finds (a) that the preceding recitals are true and correct, (b) that the sale of the Refunding Bonds of the District at negotiated sale, without advertising for bids, will result in a lower overall cost to the District, and (c) that if the Refunding Bonds of the District are issued and sold in an aggregate principal amount not to exceed $20,000,000, the aggregate value of the parcels of real property within the District that will be subject to the levy of the Special Taxes to pay the principal of and interest on the Refunding Bonds of the District will be more than three (3) times the aggregate principal amount of such Refunding Bonds. In furtherance of the issuance of the Refunding Bonds, the City Council hereby makes the following further findings and determinations that: (i) it is prudent in the management of the fiscal affairs of the City, the City Council and the District to issue the Refunding Bonds for the purpose, infer alia, of refunding the Prior Special Tax Bonds on an advance basis or a current basis, (ii) the total net interest cost to maturity on the Refunding Bonds being issued to refund the Prior Special Tax Bonds plus the principal amount of the Refunding Bonds being issued to refund the Prior Special Tax Bonds will not exceed the total net interest cost to maturity on the Prior Special Tax Bonds plus the principal amount of the Prior Special Tax Bonds, and (iii) the issuance of the Refunding Bonds is in compliance with the City's Goals and Policies. a Section 2. Authorization of the Issuance of the Refunding Bonds. The City Council authorizes the issuance and sale of the Refunding Bonds of the District in an 24438.7002k2517527.2 3 aggregate principal amount that shall not exceed the aggregate principal amount of $20,000,000, and the Mayor, the City Manager and the Finance Director (each an "Authorized Representatives") are authorized and directed to take all steps and actions which are necessary to accomplish the issuance, sale and delivery of the Refunding Bonds pursuant to the authorization given by and the conditions specified in this resolution. The Mayor and the City Clerk of the City Council are authorized to execute the Refunding Bonds for and on behalf of the City and the District by their manual or facsimile signatures. The last maturity date of the Refunding Bonds of the District shall not be later than the last maturity date of the Prior Special Tax Bonds. Pursuant to Section 53363.8 of the California Government Code, the City Council determines that the Designated Costs of Issuing the Refunding Bonds for the District shall include (i) all expenses incident to the calling, retiring, or paying of the Prior Special Tax Bonds, and incident to the issuance of the Refunding Bonds of the District, including the charges of any agent in connection with the issuance of the Refunding Bonds or in connection with the redemption or retirement of the Prior Special Tax Bonds, (ii) the interest on the outstanding bonds of the District to the date upon which each of such outstanding bonds will be paid pursuant to the fiscal agent agreement authorizing the issuance of such outstanding bonds, and (iii) any premium necessary in calling or retiring the Prior Special Tax Bonds. Section 3. Approval of Fiscal Agent Agreement. The form of the Fiscal Agent Agreement which provides generally for (i) the authentication and delivery by the Fiscal Agent of the Refunding Bonds of the District, (ii) the establishment and administration by the Fiscal Agent of certain funds and accounts for the benefit of the City and the owners of the Refunding Bonds, (iii) the payment by the Fiscal Agent of the principal of and interest on the Refunding Bonds from the Special Tax Revenues (as defined therein), and (iv) the performance of other duties by the Fiscal Agent, is approved in the form on file with the City Clerk, and the Authorized Representatives are each individually authorized to execute and deliver, on behalf of the City, the Fiscal Agent Agreement with respect to the Refunding Bonds of the District. Section 4. Appointment of Fiscal Agent and Escrow Agent. MUFG Union Bank, N.A. is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement and as Escrow Agent under the Escrow Agreement, to take any and all action provided therein to be taken by the Fiscal Agent and the Escrow Agent. Section 5. Approval of Escrow Agreement. The form of the Escrow Agreement which provides for (i) the defeasance and redemption of the Prior Special Tax Bonds and the Authority Bonds, (ii) the creation and administration by the Escrow Agent of the Escrow Fund for the benefit of the owners of Prior Special Tax Bonds and the Authority Bonds, and (iii) the performance of other duties by the Escrow Agent, is approved in the form on file with the City Clerk, and the Authorized Representatives are each individually authorized to execute and deliver, on behalf of the City, such Escrow Agreement with respect to the Prior Special Tax Bonds and the Authority Bonds. 24438.70023\22517527.2 4 Notwithstanding the preceding provisions of this section, as required by Section r 53363.9 of the California Government Code, the amount of the proceeds of the sale of the Refunding Bonds of the District and other amounts to be deposited in the Redemption Fund with respect to the Prior Special Tax Bonds, and earnings from the investment thereof, shall be in an amount sufficient to pay the principal of and interest on the Prior Special Tax Bonds on September 1, 2016, and to pay the principal and redemption premium due on such outstanding bonds on such date or such earlier date as may be negotiated with the owners of the Authority Bonds, and the Designated Costs of Issuing the Refunding Bonds. Section 6. Approval of Preliminary Official Statement; Preparation of Final Official Statement. The Preliminary Official Statement is approved, and each of the Authorized Representatives is authorized to consent to and assist in the preparation of such modifications thereto as may be specified by the City Manager or Finance Director of the City. Each of the Authorized Representatives is authorized to determine when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. The Underwriter is authorized to distribute the Preliminary Official Statement as approved hereby, or as modified with the consent of one of the Authorized Representatives, to prospective purchasers of the Bonds. The Authorized Representatives are authorized to participate in the preparation of the Final Official Statement, based on the Preliminary Official Statement, and such modifications thereto as may be agreed to by Disclosure Counsel and the Underwriter. An Authorized Representative is authorized to sign the Final Official Statement on behalf of the City and the District. Section 7. Purchase and Sale of Bonds. The City Council approves and authorizes the issuance and sale of the Bonds by negotiation with the Underwriter and the City pursuant to the Bond Purchase Agreement between the City and the Underwriter in the form on file with the City Clerk, together with any changes therein or additions thereto which are deemed advisable by the City Manager, or the Finance Director, upon consultation with Bond Counsel. An Authorized Representative is authorized and directed to execute and deliver the final form of the Bond Purchase Agreement on behalf of the City and the District upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the City Manager or the Finance Director and is consistent with the requirements of this resolution; provided that the true interest cost shall not exceed 4.50%; the Underwriter's discount for the purchase of the Bonds shall exceed 1.50% of the aggregate principal amount of the Bonds; and the last maturity date of the Bonds shall not be later than the last maturity date of the Prior Special Tax Bonds. When the City Manager or the Finance Director has negotiated the Bond Purchase Agreement with the Underwriter within the parameters specified above and when the other terms and conditions are satisfactory to the City Manager or the Finance Director and Bond Counsel, an Authorized Representative is authorized to execute and deliver the Bond Purchase Agreement to the Underwriter on behalf of the City and the District. No Authorized Representative shall execute and deliver the Bond Purchase Agreement, however, unless the total net interest cost to maturity of the Refunding 24438.70023\22517527.2 5 Bonds plus the principal amount of the Refunding Bonds will be less than the total net interest cost to maturity with respect to the Prior Special Tax Bonds, plus the principal amounts of the Prior Special Tax Bonds, and before executing and delivering the Bond Purchase Agreement, the Authorized Representative shall receive verbal verification from Harrell & Company Advisors, as the Financial Advisor to the City and the District, that such a total net interest cost and principal amount with respect to the Refunding Bonds will be achieved. Section 8. Appointment of Professionals. The City Council hereby authorizes and approves the following professionals to provide services in connection with the issuance of the Bonds: (a) Fiscal Agent. MUFG Union Bank, N.A. is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement and the Escrow Agreement to take any and all action provided therein to be taken by the Fiscal Agent; (b) Underwriter. Piper Jaffray & Co. is hereby appointed to serve as the Underwriter; (c) Financial Advisor. Harrell & Company Advisors is hereby appointed to provide financial advisory services; (d) Bond Counsel. Best Best & Krieger LLP is hereby appointed as bond counsel in connection with the issuance of the Refunding Bonds; and (e) Disclosure Counsel. Quint & Thimmig LLP is hereby appointed as disclosure counsel in connection with the issuance of the Refunding Bonds. Section 9. Reserve Fund and Other Funds Related to the Outstanding Bonds. The Authorized Representatives are each authorized to direct the fiscal agent for the outstanding bonds of the District, and said Fiscal Agent is authorized, to transfer the amount on deposit in the reserve fund and amounts on deposit in any other funds or accounts, which the Fiscal Agent holds under the Fiscal Agent Agreement with respect to the Prior Special Tax Bonds, to the Fiscal Agent for deposit in the Redemption Fund to be used to defease and redeem the Prior Special Tax Bonds or to the Reserve Fund for the Refunding Bonds of the District, whichever the Authorized Representatives determine is most appropriate. Section 10. Notice of Redemption. The Authorized Representatives are each authorized and directed to provide for the mailing and publication, and the Fiscal Agent, in its capacity as fiscal agent for the Prior Special Tax Bonds, is authorized to mail and publish, notice of the redemption of the outstanding bonds of the District to the registered owners thereof as required by Section 53365 of the California Government Code and the fiscal agent agreement for the Prior Special Tax Bonds. Section 11. Further Action. The Authorized Representatives are authorized to take any and all action with respect to the execution and delivery of the Fiscal Agent 24438.70023\22517527.2 6 Agreement the Escrow Agreement, the Bond Purchase Agreement and the issuance, sale and delivery of the Refunding Bonds, which in the opinion of Bond Counsel is necessary in order for the authorization and direction provided in this resolution to be carried out. Section 12. Conditions of Approval. The approvals, authorization and direction given by this resolution are conditioned upon the satisfaction of the requirements of Section 7 hereof with respect to the issuance and sale of the Refunding Bonds- The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Escrow Agreement and the Bond Purchase Agreement or the issuance, sale and delivery of the Refunding Bonds unless and until such conditions are satisfied; provided, however, that upon satisfaction of such conditions, this resolution shall be fully effective and shall be carried out by such officers without further approval or action of the City Council. The approvals, authorization and direction provided by this resolution shall continue, subject to the satisfaction of such conditions, until September 30, 2016, and the Refunding Bonds may be sold, and the Refunding Bonds, the Fiscal Agent Agreement, the Escrow Agreement and the Bond Purchase Agreement may be dated, entered into, executed and delivered or distributed, as appropriate, on any date selected by the Authorized Representatives and the Purchaser prior to said date. Section 13. Effect. This resolution shall take effect immediately upon its passage. PASSED, APPROVED, and ADOPTED this 2"d day of February, 2016 by the following vote: Ayes: Bartel, Ledezma, Miller, Ruiz, Kotyuk Nays: None Absent: None Abstain- None City of San Jacinto Andrew F. Kotyuk, Mayor ATTEST: n Pe**hnV Interim City Clerk 24438.70023\22517527 2 7 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) I, Peggy J. Johns, Interim City Clerk of the City of San Jacinto, DO HEREBY CERTIFY that the foregoing Resolution No. 3609 was passed, approved, and adopted at the Regular Meeting of the San Jacinto City Council held on the 2"d day of February, 2016 Ayes: Bartel, Ledezma, Miller, Ruiz, Kotyuk Nays: None Absent: None Abstain: None WITNESS MY HAND AND OFFICIAL SEAL this 2"d day of February, 2016. )" "�' q. -- Peg o s,, terim City Clerk City o S n Uacid to 24438 70023\22517527 2 8