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HomeMy WebLinkAbout2002-10-08 - AGENDA REPORTS - REFINANCE CFD TAX BONDS (2)CITY OF SANTA CLARITA AGENDA REPORT PUBLIC HEARING City Manager Approval: Item to be presented by. Steve Stark DATE: October 8, 2002 SUBJECT: REFINANCING OF $20,000,000 COMMUNITY FACILITIES DISTRICT NO. 92-1 (VALENCIA TOWN CENTER) SPECIAL TAX BONDS DEPARTMENT: Administrative Services RECOMMENDED ACTION Hold Public Hearing on the (a) formation of Community Facilities District No. 2002-1 (Valencia Town Center), (b) levy of special taxes, and (c) issuance of special tax bonds secured by the special taxes. 2. City Council adopt the following resolutions: a) Resolution determining the validity of prior proceedings and establishing the City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center). b) Resolution determining the necessity to incur bonded indebtedness within Community Facilities District No. 2002-1 (Valencia Town Center), establishing an appropriations limit and calling a special election. 3. Hold election. 4. City Council adopt the Resolution canvassing the results of the election held within Community Facilities District No. 2002-1 (Valencia Town Center). 5. Conduct First Reading of the Ordinance authorizing the levy of a special tax within the Community Facilities District No. 2002-1 (Valencia Town Center). 6. Adopt following resolutions: a) Resolution authorizing the issuance of special tax bonds, and the execution and delivery of a Fiscal Agent Agreement, a Continuing Disclosure Certificate, a Bond Purchase Contract, and an Official Statement and approving a Preliminary Official Statement in connection therewith b) Resolution authorizing the execution and delivery of an Escrow Deposit and Trust Agreement. 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 levied on property 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. . I so- Aopted• > `s Agenda Item ,-� SO C/-- % CFD NO. 92-1 October 8, 2002 — Page 2 A petition was received from 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 special taxes to be levied on property in 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 longer than the 1992 Bonds. Proceeds from the new bonds will be used to call the 1992 Bonds on November 15, 2002. The lien of the old CFD will be replaced with a special tax lien from the new CFD. On August 27, 2002, the City Council approved resolutions declaring its intent to form a new CFD and issue bonds, and called a public hearing on these matters for October 8, 2002. Provided there is no majority protest at the public hearing, the CFD can be formed. Waivers regarding election time lines have been received from all affected taxpayers, so a special election can be called for this evening to authorize (a) the levy of an annual special tax, (b) the issuance of special tax bonds not to exceed $18,500,000 million, 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. Pursuant to the Deposit and Reimbursement Agreement approved on August 27, Newhall shall be responsible for all costs associated with this refinancing, which costs may be reimbursed from the bond proceeds. ALTERNATIVE ACTIONS None. FISCAL IMPACT There are no fiscal impacts associated with this action ATTACHMENTS Resolution of Formation, Exhibit A Rate and Method of Apportionment Resolution Calling Election, Exhibit A — Ballot Resolution Canvassing Election Ordinance - Authorizing the levy of a special tax Resolution of Issuance Resolution Approving Escrow Fiscal Agent Agreement Preliminary Official Statement Continuing Disclosure Certificate Escrow Deposit and Trust Agreement CFD Report Bond Purchase Agreement SS:TSB:hds Council \cid02-1phstfiptAm NOTICE OF THE PUBLIC HEARING ON THE ESTABLISHMENT OF COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER), THE PROPOSED RATE AND METHOD OF APPORTIONMENT OF THE SPECIAL TAX AND THE PROPOSED DEBT ISSUE NOTICE IS HEREBY GIVEN that at or after 6 o'clock p.m. on October 8, 2002, at the City Council Chambers of the 23920 Valencia Boulevard, Santa Clarita, City of Santa Clarita, 91355, the City Council of the City of Santa Clarita (the "City Council") will hold a public hearing on the establishment of Community Facilities District No. 2002-1 (Valencia Town Center) (the "District"), the proposed rate and method of apportionment of the special tax (the "Special Tax") to be levied on certain property within the District, and the proposed debt issue. In October 1992, pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), the City of Santa Clarita Community Facilities District No. 92-1 (Valencia Town Center) (the "Existing CFD") issued special tax bonds (the "1992 Bonds") in the original principal amount of $20,000,000, of which 15, 990,000 are currently outstanding. On August 27, 2002, the City Council adopted Resolution No. CFD 02-1-1 stating its intention, pursuant to the Act, to form an overlap community facilities district, the District, for the purpose of refinancing of the 1992 Bonds, and adopted Resolution No. CFD 02-1-2 stating its intention to incur bonded indebtedness in the amount not to exceed $18,500,000, the repayment of which is to be secured by the Special Tax. Summaries of such resolutions are attached hereto as Attachment A and B, respectively. At the hearing, the testimony of all interested persons or taxpayers for or against the establishment of the District, the extent of the District, or the purpose of the District will be heard. If the owners of one-half or more of the area of the land in the territory proposed to be included in the District and not exempt from the Special Tax file written protests against the establishment of the District, and protests are not withdrawn so as to reduce the value of the protests to less than a majority, no further proceedings to create the specified District or to levy the specified Special Tax shall be taken for a period of one year from the date of the decision of the City Council. The voting procedure shall be conducted by hand delivered ballot election. Dated: September 26, 2002 Publish Date: September 30, 2002 45217808.1 CITY OF SANTA CLARTTA By: Sharon L. Dawson, CMC City Clerk, City of Santa Clarita, CA ATTACHMENT A SUMMARY OF THE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, DECLARING ITS INTENTION ESTABLISH COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER) AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX WITHIN SAID COMMUNITY FACILITIES DISTRICT; AND APPROVING CERTAIN OTHER MATTERS RELATED THERETO In 1992, the City Council (the "City Council") of the City of Santa Clarita, California (the "City"), in order to finance certain public improvements related to a proposed mall, formed Community Facilities District No. 92-1 (Valencia Town Center) (the "Existing CFD"), encompassing land of the proposed mall, pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act') and the Existing CFD issued special tax bonds (the "1992 Bonds") in the original principal amount of $20,000,000, currently outstanding in the principal amount of $15,990,000, secured by special taxes to be paid by the property owners within the Existing CFD. The City Council has received a petition (the "Petition") from the sole owner of the land within the Existing CFD, Newhall Land and Fanning Company (the "Owner"), requesting the refinancing of the 1992 Bonds by the institution of proceedings for the formation of an overlap community facilities district (the "District') and the issuance of bonds to optionally redeem the 1992 Bonds; and The City Council has determined that the Petition complies with the requirements of the Act and intends to initiate proceedings for the establishment of a community facilities district. It is the intention of the City Council to optionally redeem the 1992 Bonds and to extinguish the special tax lien associated with the Existing CFD (the "Project') through the formation of the District, subject to the authorization of bonds and the levy of a special tax to pay principal of and interest on bonds, being approved at an election to be held within the boundaries of the District. The City Council determines to institute proceedings for the formation of a community facilities district under the terms of the Act. The exterior boundaries of the District are specified and described as shown on that certain map now on file in the office of the City Clerk entitled "Proposed Boundaries of City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center)," which map indicates by a boundary line the extent of the territory included in the proposed community facilities district and shall govern for all details as to the extent of the proposed District. The name of the proposed District shall be "City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center)." The project proposed to be financed by the District includes the redemption of the 1992 Bonds and the extinguishment of the special tax lien of the Existing CFD, and the financing of the costs associated with the issuance of the bonds and all other costs necessary to finance the project which are permitted to be financed pursuant to the Act (the "Project'). The 1992 Bonds were issued to equip, modify, maintain, rehabilitate, acquire, relocate, construct or otherwise provide certain public facilities in connection with the development of the mall, and all necessary equipment and property therefor, which public facilities were necessary to meet increased demands placed upon the City and the County of Los Angeles as a result of development of the mall. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with procedures contained in the Act a special tax (the "Special Tax") sufficient to 45217808.1 1 pay for the costs of financing the Project, including the principal of and interest on the bonds proposed to be issued to provide funds to redeem the 1992 Bonds and other periodic costs, the establishment and replenishment of reserve funds, the remarketing, credit enhancement and liquidity and activity fees, the costs of administering the levy and collection of the Special Tax and all other costs of the levy of the Special Tax and issuance of the bonds, including any foreclosure proceedings, architectural, engineering, inspection, legal, fiscal, and financial consultant fees, discount fees, capitalized interest on bonds, if any, election costs and all costs of issuance of the bonds, including, but not limited to, fees for bond counsel, disclosure counsel, financing consultants and printing costs, and all other administrative costs of the tax levy and bond issue. The Special Tax will be secured by recordation of a continuing lien against all non- exempt real property in the District. In the first year in which such a Special Tax is levied, the levy shall include a sum sufficient to repay to the City all amounts, if any, transferred to the District pursuant to Section 53314 of the Act and interest thereon. The schedule of the rate and method of apportionment and manner of collection of the Special Tax is described in detail in Exhibit "A" of this resolution, a copy of which may be obtained from the City Clerk. The Special Tax is based upon the cost of financing the Project and the demand that the parcels placed on the facilities financed by the 1992 Bonds. The Special Tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act. In the event that a portion of the property within the District shall become for any reason exempt, wholly or partially, from the levy of the Special Tax, the City Council shall, on behalf of the District and subject to the RMA, increase the levy to the extent necessary upon the remaining property within the District which is not delinquent or exempt in order to yield the required payments, subject to the maximum tax. The City Council hereby finds that the facilities financed by the 1992 Bonds were necessary to meet increased demands put upon the City and the County of Los Angeles as a result of the new development within the Existing CFD. Pursuant to Section 53344.1 of the Act, the City Council hereby reserves to itself, in its sole discretion, the right and authority by subsequent resolution to allow any owner of property within the District, subject to the provisions of Section 53344.1 of the Act and those conditions as it may impose, and any applicable prepayment penalties as prescribed in the bond indenture or comparable instrument or document, to tender to the District treasurer in full payment or part payment of any installment of the special taxes or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, the bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender. Each City officer who is or will be responsible for the Project to be financed by the District, if it is established, is hereby directed to study the proposed District and, at or before the time of the above-mentioned Hearing, file a report with the City Council, and which is to be made a part of the record of the Hearing, containing a brief description of the Project, the facilities financed by the 1992 Bonds and an estimate of the cost of financing the Project. The Director of Administrative Services is directed to estimate the fair and reasonable cost of all incidental expenses, including the cost of financing the Project pursuant to the Act, including all costs associated with the creation of the District, issuance of bonds, determination of the amount of any special taxes, collection of any special taxes, or costs otherwise incurred in order to carry out the authorized purposes of the City with respect to the District, and any other expenses incidental thereto to be paid through the proposed financing. A Reimbursement Agreement, substantially in the form presented to and considered by the meeting of the City Council is approved. David Taussig & Associates is designated as special tax consultant to the City, CB Richard Ellis, Los Angeles, California, is designated as the appraiser to the City, Kelling, Northcross & Nobriga is designated as financial advisor to the City, the law firm of Fulbright & Jaworski L.L.P., Los Angeles, California, is designated to serve as bond counsel to the City, and the law firm of Foley & Lardner, San Francisco, California, is designated to serve as disclosure 45217808.1 counsel to the City in connection with the proposed formation of the District on terms set forth in the written proposals submitted to the City. The investment banking firm of Stone & Youngberg LLC is hereby appointed to act as Underwriter of any special tax bonds issued by or through the District, on such terms as may subsequently be negotiated with said firm. 45217808.1 3 ATTACHMENT B SUMMARY OF RESOLUTION OF THE CITY OF SANTA CLARITA, CALIFORNIA DECLARING ITS INTENTION TO INCUR BONDED INDEBTEDNESS IN THE AMOUNT OF NOT TO EXCEED $18,500,000 WITHIN THE PROPOSED COMMUNITY FACILITIES DISTRICT NO. 2002- 1 (VALENCIA TOWN CENTER) The City Council (the "City Council") of the City of Santa Clarita, California (the "City") has heretofore adopted Resolution No. CFD 02-1-2, stating the City Council's intention to form Community Facilities District No. 2002-1 (Valencia Town Center) (the "District"), pursuant to the Mello - Roos Community Facilities Act of 1982, as amended, (the "Act"), for the purpose of the optionally redemption of $20,000,000 Community Facilities District No.92-1 of the City of Santa Clarita (Valencia Town Center) Special Tax Bonds, Series A (the "1992 Bonds"), currently outstanding in the principal amount of $15,990,000, and to extinguish the special tax lien associated with Community Facilities District No. 92-1 (Valencia Town Center) (the "Existing CFD") (collectively, the "Project"). In order to finance the Project, including the redemption of the 1992 Bonds, it is necessary to incur bonded indebtedness in the amount of not to exceed $18,500,000, the repayment of which is to be secured by special taxes levied in accordance with Section 53340 et seq. of the Act on all property within the District, other than those properties exempted from taxation as provided in the rate and method of apportionment attached as Exhibit A. The indebtedness will be incurred for the purpose of financing the costs of Project, including the redemption of the 1992 Bonds and the extinguishment of the special tax lien of the Existing CFD, and the financing of the costs associated with the issuance of the bonds and all other costs necessary to finance the Project which are permitted to be financed pursuant to the Act. The 1992 Bonds were issued to equip, modify, maintain, rehabilitate, acquire, relocate, construct or otherwise provide certain public facilities for the development of the mall, and all necessary equipment and property therefor. It is the intention of the City Council to authorize the sale of bonds in a single series, in the maximum aggregate principal amount of not to exceed $18,500,000 at a maximum interest rate not in excess of 12 percent per annum or such rate not in excess of the maximum rate permitted by law at the time the bonds are issued. The term of the bonds shall be determined pursuant to a resolution of the City Council authorizing the issuance of the bonds, but such term shall in no event exceed 40 years or such longer term as is then permitted by law. 45217808.1 1 OFFICIAL BALLOT CITY OF SANTA CLARITA COMMUNITY FACILITIES DISTRICT NO. 2002-1 SPECIAL BOND, TAX AND APPROPRIATIONS LIMIT ELECTION October 8, 2002 To vote, mark an "X" in the voting square after the word "YES" or after the word "NO." All marks otherwise made are forbidden. This ballot represents 46 votes. If you wrongly mark, tear, or deface this ballot, return it to the City Clerk of the City of Santa Clarita at 23920 Valencia Boulevard, Santa Clarita, California 91355-2196. PROPOSITION: Shall City of Santa Clarita Community Facilities District No. 2002-1 (the "CFD"), subject to the accountability measures provided for in the Resolution Calling a Special Election adopted on October 8, 2002 by the City Council of the City of Santa Clarita (the "City Council'), incur an indebtedness and be authorized to issue bonds in an amount not to exceed $18,500,000 (the actual amount of authorization to equal the principal amount of the bonds issued by the CFD, not to exceed $18,500,000) with interest at a rate or rates established at such time as the bonds are sold in a single series at fixed or variable interest rates, however not to exceed any applicable statutory rate for such bonds, the proceeds of which will be used to finance the Project, including the redemption of the 1992 Bonds, as described in the Resolution of Formation adopted on October 8, 2002 by the City Council; and, subject to the accountability measures provided for in the Resolution of Formation, shall a special tax be levied to pay the principal of and interest on such indebtedness and bonds and to otherwise finance the Project; and shall an appropriations limit be established for the CFD pursuant to Article XIIIB of the California Constitution, said appropriations limit to be equal to the maximum amount of bonded indebtedness authorized to be incurred for the CFD? YES NO CONCURRENCE ON HOLDING SPECIAL ELECTION LESS THAN 125 DAYS FOLLOWING THE ADOPTION OF RESOLUTION OF FORMATION As the elections official of the special election (the "Election') called for by the RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF SANTA CLARITA COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER), DETERMINING TO INCUR BONDED INDEBTEDNESS WITHIN THE SAID COMMUNITY FACILITIES DISTRICT AND CALLING A SPECIAL ELECTION, I hereby concur on holding the Election less than 125 days following the adoption of the RESOLUTION OF THE CITY OF SANTA CLARITA, CALIFORNIA, DETERMINING THE VALIDITY OF PRIOR PROCEEDINGS AND ESTABLISHING THE CITY OF SANTA CLARITA COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER). Dated: October 8, 2002 By: S�� Qau�vD+� City Clerk of the City of Santa Clarita 45224454.1 CERTIFICATE OF ELECTION OFFICIAL RE BALLOTS STATE OF CALIFORNIA ) )ss. COUNTY OF LOS ANGELES ) I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, DO HEREBY CERTIFY that pursuant to the provisions of Section 53327 of the Government Code, I did canvass the return of the votes cast at the Special Election held in the CITY OF SANTA CLARITA COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER) held in Los Angeles County on October 8, 2002. I FURTHER CERTIFY that the Statement of All Votes Cast, to which this certificate is attached, shows the total number of ballots cast in said CFD for the Proposition, and the totals of the respective columns and the totals as shown for the Proposition are full, true and correct. WITNESS my hand this V6dayof 0<f; — 2002. CITY OF SANTA CLARITA, CALIFORNIA By V�R Sharon L. Dawson, Election Official U d U) H mdaa0HLei >OFWco Wa..0 .MW PUBLIC NOTICE NOTICE IS HEREBY GIVEN that on October 8, 2002, the City Council of the City of Santa Clarita introduced an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF SANTA CLARITA COMMUNITY FACILITIES DISTRICT NO. 2002-1 (VALENCIA TOWN CENTER), AUTHORIZING THE LEVY OF A SPECIAL TAX A certified copy of the complete text of the ordinance is posted and may be read in the City Clerk's Office, 23920 Valencia Boulevard, Suite 304, Santa Clarita, and/or a copy may be obtained from that office. Dated this 9th day of October, 2002. a0-04.� Sharon L. Dawson, CMC, City Clerk City of Santa Clarita STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) Sharon L. Dawson, being first duly sworn, deposes and says that she is the duly appointed and qualified City Clerk of the City of Santa Clarita and that by Thursday, October 10, 2002, she caused a certified copy of the subject ordinance to be posted and made available for public review in the City Clerk's office and a copy of the ordinance summary to be published as required by law. Sharon L. Dawson, CMC, City Clerk City of Santa Clarita