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HomeMy WebLinkAbout2002-08-27 - AGENDA REPORTS - CFD 92-1 REFINANCE BONDS (2)CONSENT CALENDAR CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval: Item to be presented by: Steve Stark DATE: August 27, 2002 SUBJECT: REFINANCING OF $20,000,000 COMMUNITY FACILITIES DISTRICT NO. 92-1 (VALENCIA TOWN CENTER) SPECIAL TAX BONDS DEPARTMENT: Administrative Services RECOMMENDED ACTION 1. City Council adopt a Resolution declaring its intention to establish Community Facilities District No. 2002-1 (Valencia Town Center) (the "CFD") and to authorize the levy of a special tax within the boundaries thereof. 2. City Council adopt a Resolution declaring its intention to incur bonded indebtedness in the amount of not to exceed $18,500,000 within the proposed CFD, for the purpose of refinancing CFD No. 92-1 (Valencia Town Center) Special Tax Bonds. 3. Set Public Hearing for October 8, 2002. BACKGROUND Newhall Land & Farming ("Newhall") owns certain land in which it developed the Valencia Town Center Mall. In 1992, in order to finance certain public improvements related to the Mall, the City formed CFD No. 92-1 on land of the proposed Mall and issued Special Tax Bonds (the "1992 Bonds") in the original principal amount of $20,000,000, secured by special taxes, to be paid by the owners within the CFD. The 1992 Bonds had interest rates ranging from 4.5% to 7.5% and are currently outstanding in the principal amount of $15,990,000. A petition has been received by Newhall to refinance the 1992 Bonds to take advantage of current lower interest rates. The formation of a new CFD, and the issuance of bonds secured by the new CFD, is proposed to be utilized to refund the 1992 Bonds. The new CFD would exclude a few parcels from the original CFD, and new bonds would have a maturity date of 2032, 20 years longer than the 1992 Bonds. Proceeds from the new bonds will be used to call the 1992 Bonds on November 15, 2002. This item declares the City's intention to form the new CFD, issue bonds, and sets a public hearing on October 8, 2002 on the subject. It also approves a Deposit and Reimbursement Agreement with Newhall, who will be responsible for the costs associated with the refinancing, including the formation of a new CFD and the issuance of bonds. It further approves and ratifies contracts with various consultants relating to the refinancing. A enda Item:' Adopted:k, ,;,0a -/-a g COMMUNITY FACILITIES DISTRICT NO. 92-1 August 27, 2002 — Page 2 Once the City has declared itsintention to form the CFD and issue bonds (scheduled for this meeting), a public hearing will be held (scheduled for October 8). Provided there is no majority protest, the CFD will be formed. If waivers regarding election time lines from all affected tax payers are received, an election will be held on October 8 to authorize a) the levy of an annual special tax, b) the issuance of special tax bonds not to exceed $18,500,000, and c) an appropriations limit for the CFD. Should the proposition pass with a two-thirds vote from the qualified voters (the landowners), the City may adopt a resolution authorizing the issuance of the special tax bonds and conduct the first reading of an Ordinance levying the special tax. The Ordinance would then be scheduled for adoption on October 22. It is anticipated that the bonds will be issued in late October. Newhall has made an initial deposit of $76,500 to pay for the costs of forming the CFD and issuing the bonds. Pursuant to the Deposit and Reimbursement Agreement, Newhall shall be responsible for all costs associated with this refinancing. ALTERNATIVE ACTIONS None. FISCAL IMPACT All non -contingent costs associated with this project are fully reimbursable by the Landowner. ATTACHMENTS 1. Resolution declaring the City's intention to establish Community Facilities District No. 2002-1 (Valencia Town Center) and to authorize the levy of a special tax within the boundaries thereof. 2. Resolution declaring the City's intention to incur bonded indebtedness in the amount of not to exceed $18,500,000 within the proposed CFD, for the purpose of refinancing CFD No. 92-1 (Valencia Town Center) Special Tax Bonds. Exhibit A — Proposed Boundary Map Exhibit B — Rate and Method of Apportionment Exhibit C — Form of Deposit and Reimbursement Agreement TSB:hds coumil\ta&ftt.do TO: CITY COUNCIL OF THE CITY OF SANTA CLARITA FROM: LANDOWNER REQUESTING REFINANCING OF CFD 1992 BONDS BY THE ESTABLISHMENT OF A NEW COMMUNITY FACILITY DISTRICT AND ISSUANCE OF BONDS PETITION (INCLUDING CONSENT AND WAIVER) REQUESTING THE ESTABLISHMENT OF A COMMUNITY FACILITY DISTRICT The undersigned landowner does hereby certify under penalty of perjury that the following statements are all true and correct: I . The undersigned is authorized to represent the landowner identified below and is its designated representative to petition the City Council (the "City Council") of the City of Santa Clarita (the "City") and to give the consent and waiver contained herein with respect to Community Facilities District No. 92-1 (Valencia Town Center) (the "Existing CFD") and a Community Facilities District to be established over the properties included within this petition (the "CFD") to be formed under the provisions of the Mello -Roos Community Facilities Act of 1982 (the "Act"), being Chapter 2.5 of Part 1 of Division 2 of title 5 (commencing with Section 53311) of the California Government Code. 2. The undersigned hereby certifies that as of the date indicated opposite his signature, the landowner listed herein is the sole owner of the property within the Existing CFD and the sole owner of property within the proposed boundary of the CFD described in Exhibit "A" hereto (the "Property"), which Property consists of approximately 45.97 acres of land. There are no registered voters residing within the Property, and there have been, and to the undersigned's best knowledge there will be, none during the 90 -day period preceding the October 8, 2002 public hearing to be conducted by the City Council pursuant to Government Code Section 53325. 3. The undersigned hereby requests that the bonds issued by the Existing CFD on October 22, 1992 (the "1992 Bonds"), be refinanced by utilizing the formation of a new community facilities district partially overlapping the Existing CFD and the issuance of new bonds the proceeds of which will be used, among other things, to redeem the 1992 Bonds. 4. The undersigned, pursuant to Section 53318 of the Act, hereby requests that proceedings be commenced (i) to establish the CFD for the purpose of redeeming the 1992 Bonds and extinguishing the special tax lien on the Existing CFD securing said 1992 Bonds; (ii) to authorize the issuance of bonds for the CFD and (iii) to establish an appropriations limit for the CFD. 45215461_2.D 5. In accordance with the provisions of the Act, and specifically Sections 53326(a) and 53327(b) thereof allowing certain time and conduct requirements relative to a special landowner election to be waived with the unanimous consent of all the landowners to be included in a community facilities district and concurrence of the election official conducting the election, the undersigned (i) expressly consents to the conduct of the special election at the earliest possible time following the adoption by the City Council of a Resolution of Formation Establishing the CFD and (ii) expressly waives any requirement to have the special election conducted within the time periods specified in Section 53326 of the Act or in the California Elections Code. 6. The undersigned waives any requirement for the mailing of the ballot for the special election and expressly agree that said election may be conducted by mailed or hand - delivered ballot to be returned as quickly as possible to the designated election official, being the office of the City Clerk of the City and the undersigned request that the results of said election be canvassed and reported to the City Clerk at the same meeting of the City as the public hearing on the formation of the CFD or the next available meeting. 7. The undersigned expressly waives all applicable waiting periods for the election and waives the requirement for analysis and arguments relating to the special election, as set forth in Section 53327 of the Act, and consents to not having such materials provided to the landowner in the ballot packet, and expressly waives any requirements as to the form of the ballot. 8. The undersigned expressly waives all notice requirements relating to hearings and special elections, whether by posting, publishing or mailing, and whether such requirements are found in the California Elections Code, the California Government Code or other laws or procedures, including but not limited to any notice provided for by compliance with the provisions of Section 4101 of the California Elections Code. 9. The undersigned hereby appoint GKIKR.l%66bV5 as its authorized representative to vote ifflk selection referred to herein and certifies that his or her true and exact signature is set forth below: 45215461_2.D 2 IN WITNESS WHEREOF, I hereunto set my hand this 23 day of Al Ei�sr , 2002. The Newhall Land and Farming Company (a California Limited Partnership) By: Newhall Management Limited Partnership, a California Limited Partnership Its: Managing General Partner By: Newhall Management Corporation, a California Corporation Its: Managing General Partner M Its: FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF SANTA CLARITA THIS � DAY OF 4jCu5-r 2002. City Clerk 45215461_2.D 3 RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX COMMUNITY FACILITIES DISTRICT NO. 2002-1 OF THE CITY OF SANTA CLARITA (VALENCIA TOWN CENTER) A Special Tax shall be levied and collected in Community Facilities District No. 2002-1 of the City of Santa Clarita ("CFD No. 2002-1 ") each Fiscal Year, in an amount determined by the City Council of the City of Santa Clarita acting in its capacity as the legislative body of CFD No. 2002- 1 through the application of the procedures described below. All of the real property in CFD No. 2002-1, unless exempted by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms used herein shall have the following meanings: "Acreage" or "Acre" means that acreage shown on the Assessor's Parcel Map for each Assessor's Parcel. In the event that the Assessor's Parcel Map does not indicate acreage, the Acreage for any Assessor's Parcel shall be that shown or determined from the applicable condominium plan, final map or parcel map. For Condominiums, the Acreage applicable to each Condominium shall be determined by allocating the acreage of the underlying lot on which the Condominiums are or are to be constructed in proportion to each such Condominium's building square footage. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2002-1: the costs of computing the Special Tax Requirement and the annual Special Tax and of preparing the annual Special Tax collection schedules; the costs of collecting the Special Taxes; the costs of remitting the Special Taxes to the fiscal agent or trustee for any Bonds; the costs of the fiscal agent or trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; the costs of the City or designee in complying with the disclosure requirements of applicable federal and state securities laws and the California Government Code (including the Act), including public inquiries regarding the Special Taxes; the costs associated with the release of funds from any escrow account (to the extent not paid from other sources); the costs of the City or designee related to an appeal of the Special Tax and an allocable share of the salaries and an allocable portion of City's overhead costs relating to the foregoing; the costs of the City or designee related to any rebate calculations for CFD No. 2002-1; the fees and expenses of CFD No. 2002-1 associated with a prepayment as calculated by the CFD Administrator including, but not limited to, the costs of computing the prepayment, the costs of removing any Special Taxes from the Assessor's Roll, the costs of redeeming the Bonds, and the costs of recording and publishing any CFD No. 2002-1 Page 1 of 6 August 21, 2002 notices to evidence the prepayment and the redemption of Bonds; the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes in CFD No. 2002-1. Administrative Expenses shall also include amounts advanced by the City for any administrative purposes of CFD No. 2002-1. "Assessor's Parcel" means a lot or parcel shown in an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel number. "Bonds" means any bonds or other indebtedness (as defined in the Act), whether in one or more series, secured by the levy of Special Taxes within CFD No. 2002-1. "CFD Administrator means an official of the Council, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of Special Taxes. "City" means the City of Santa Clarita, California. "Class 1 Property" means all property located within the boundaries of CFD No. 2002-1, exclusive of Assessor' s Parcel 2861-058-024 or its successor(s), which is not exempt from the Special Tax pursuant to Section E below. "Class 2 Property" means Assessor's Parcel 2861-058-024 or its successor(s). "Condominium" means a separate interest or unit meeting the statutory definition of a condominium contained in the California Civil Code, Section 1351, and for which a condominium plan has been recorded pursuant to California Civil Code, Section 1352. "Council" means the City Council of the City, acting as the legislative body of CFD No. 2002-1. "County" means the County of Los Angeles, California. "Exempt Property" means all property located within the boundaries of CFD No. 2002-1 which is exempt from the Special Tax pursuant Section E below. "Fiscal Year" means the period starting on each July 1 and ending on the following June 30. "Indenture" means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. CFD No. 2002-1 Page 2 of 6 August 21, 2002 "Maximum Special Tax" means the maximum Special Tax, determined in accordance with Section C that can be levied by the Council in any Fiscal Year on any Assessor's Parcel. "Special Tax" means the Special Tax to be levied in each Fiscal Year on each Assessor's Parcel of Taxable Property to fund the Special Tax Requirement. "Special Tax Requirement" means that amount required in any Fiscal Year: (1) to pay the Administrative Expenses, (2) to pay debt service on any issued and outstanding Bonds, (3) to replenish any reserve funds attributable to CFD No. 2002-1 and established in connection with the Bonds, (4) to pay the costs of remarketing, credit enhancement and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund in lieu of cash related to any Bonds), (5) to pay for any delinquent Special Taxes or reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Year, and less (6) available funds as directed under the Indenture. B. CLASSIFICATION OF PROPERTY Each Fiscal Year, all property within CFD No. 2002-1 shall be classified as either Class 1 Property, Class 2 Property, or Exempt Property. C. MAXIMUM SPECIAL TAX The Fiscal Year 2002-2003 Maximum Special Tax for each Assessor's Parcel classified as Class 1 Property shall be $27,003 per Acre. The Fiscal Year 2002-2003 Maximum Special Tax for Class 2 Property shall be $181,888 per Acre. The Maximum Special Tax for Class 1 Property and Class 2 Property shall increase at an annual rate of two percent (2.0%) commencing with Fiscal Year 2003-2004. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2002-2003 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement. The Council shall levy the Special Tax as follows until the amount of the levy equals the Special Tax Requirement. First: The Special Tax shall be levied in equal percentages on each Assessor's Parcel of Class 1 Property and Class 2 Property, up to the Maximum Special Tax for Class 1 Property and up to fourteen and eighty-five hundredths percent (14.85%) of the Maximum Special Tax for Class 2 Property; and Second: If additional Special Taxes are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be increased on Class 2 Property up to the Maximum Special Tax for such property as set forth in Section C above. CFD No. 2002-1 Page 3 A 6 August 21, 2002 E. EXEMPTIONS The Council shall not levy a Special Tax on properties owned by the State of California, Federal or other local governments or public agencies except as otherwise provided in Sections 53317.3 and 53317.5 of the Act. F. APPEALS Any property owner who feels that the amount of the Special Tax levied on their Assessor's Parcel is in error may submit a written appeal to CFD No. 2002-1. The Council may interpret this Rate and Method of Apportionment of Special Tax for purposes of clarifying any ambiguity and make determinations relative to the annual levy of the Special Tax and any property owner appeal. The CFD Administrator shall review the appeal and any errors in the amount of the Special Tax levied shall be appropriately modified. Any decision of the Council shall be final and binding as to all persons. G. MANNER OF COLLECTION The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes, or alternatively, at the discretion of the Council, CFD No. 2002-1 may separately bill to and collect the Special Tax from each owner(s) of record of Class 1 Property and Class 2 Property. H. PREPAYMENT OF SPECIAL TAX 1. Prepayment in Full The Maximum Special Tax for any Assessor's Parcel may be prepaid and permanently satisfied as described herein, provided that a prepayment may be made only if at the time of the prepayment there are no delinquent Special Taxes with respect to such Assessor's Parcel and all other Assessor's Parcels which are under the same ownership and located within CFD No. 2002-1. An owner of an Assessor's Parcel intending to prepay the Special Tax shall provide the CFD Administrator with written notice of intent to prepay. Within 75 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel and the date through which the amount any such prepayment shall be valid. The "Prepayment" shall be an amount equal to the sum of (1) Principal, (2) Premium, (3) Defeasance, and (4) Fees, minus the Reserve Fund Credit and the Capitalized Interest Credit, where the terms "Principal," "Premium," "Defeasance," "Fees," "Reserve Fund Credit," and "Capitalized Interest Credit" have the following meanings: CFD No. 2002-1 Page 4 of 6 August 21, 2002 "Principal" means the principal amount of Bonds to be redeemed and equals the quotient derived by dividing (a) the applicable Maximum Special Tax for the Assessor's Parcel intending to prepay by (b) the corresponding Fiscal Year aggregate special taxes for CFD No. 2002-1 commencing with $1,240,464 in Fiscal Year 2002-03 and escalating annually by two percent (2.0%) thereafter (and excluding from (b) any Maximum Special Taxes for Assessor's Parcels which have fully prepaid the Maximum Special Tax), and multiplying the quotient by the principal amount of Bonds issued and outstanding. "Premium" means an amount equal to the Principal multiplied by the applicable redemption premium, if any, for the Bonds so redeemed with the proceeds of any such Prepayment. "Defeasance" means an amount equal to the amount needed to pay interest on the Principal to be redeemed until the earliest redemption date for the outstanding Bonds less the amount that is estimated to be received from the reinvestment of the difference of the Prepayment and the Fees. Credit shall also be given for any Special Tax heretofore paid and which has not yet been utilized to pay the Special Tax Requirement. "Fees" equal the fees and expenses of CFD No. 2002-1 directly related to the Prepayment. "Reserve Fund Credit" shall equal the lesser of (i) the expected reduction in the applicable reserve fund requirement (as defined in the Indenture), if any, following the redemption of Bonds from proceeds of the prepayment or (ii) the amount derived by subtracting the new reserve fund requirement in effect after the redemption of Bonds from the balance in the reserve fund (as such term is defined in the Indenture) on the prepayment date, but in no event shall such amount be less than zero. "Capitalized Interest Credit" means the pro rata amount of capitalized interest allocable to the Assessor's Parcel intending to prepay the Special Tax, if any, determined by multiplying the quotient computed when determining Principal by the amount of capitalized interest remaining after the next succeeding interest payment. The sum of the amounts calculated in the preceding steps shall be paid to CFD No. 2002-1 and shall be used to pay and redeem Bonds in accordance with the Indenture and to pay the Fees. Upon the payment of such Prepayment to CFD No. 2002-1, the obligation to pay the Special Tax for such Assessor's Parcel shall be deemed to be permanently satisfied, the Special Tax shall not be levied thereafter on such Assessor's Parcel, and the CFD Administrator shall cause notice of cessation of the CFD No. 2002-1 Page 5 of 6 August 21, 2002 Special Tax for such Assessor's Parcel to be recorded within 30 working days of receipt of the Prepayment. 2. Prepayment in Part The Maximum Special Tax for any Assessor's Parcel may be prepaid in part as described herein, provided that a prepayment may be made only if at the time of the prepayment there are no delinquent Special Taxes with respect to such Assessor's Parcel and all other Assessor's Parcels which are under the same ownership and located within CFD No. 2002-1. An owner of an Assessor's Parcel intending to partially prepay the Special Tax shall provide the CFD Administrator with written notice of intent to prepay. Within 75 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount for such Assessor's Parcel and the date through which the amount any such prepayment shall be valid. The amount of the prepayment shall be computed pursuant to Section H.1 above substituting the portion of the Maximum Special Tax to be prepaid for the Maximum Special Tax applicable to the Parcel when computing Principal. The CFD Administrator shall cause a notice of reduction of the Special Tax for such Assessor's Parcel to be recorded within 30 working days of receipt of the prepayment. Notwithstanding the foregoing, no prepayment shall be allowed unless the amount of Maximum Special Taxes that may be levied in CFD No. 2002-1 pursuant to Section D after the proposed prepayment is at least the sum of (i) the estimated Administrative Expenses and (ii) one hundred ten percent (110%) of the annual debt service for the Bonds, taking into account the Bonds to remain outstanding after such prepayment. K:\Clients2\SANTACLARITA\MELLO\Valencia TC\RMA\Valencia TC RMA PINAL.doc CFD No. 2002-1 Page 6 of 6 August 21, 2002