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HomeMy WebLinkAbout2012-09-11 - RESOLUTIONS - CFD 2002 1 SPECIAL TAX BONDS (2)I RESOLUTION NO. CFD 12-61 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), AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX REFUNDING BONDS, AND THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT, A CONTINUING DISCLOSURE CERTIFICATE, A BOND PURCHASE AGREEMENT, AN ESCROW AGREEMENT, AND AN OFFICIAL STATEMENT AND APPROVING A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION THEREWITH WHEREAS, on August 27, 2002, the City Council (the "City Council") of the City of Santa Clarita (the "City") pursuant to Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code, otherwise known as the "Mello -Roos Community Facilities Act of 1982" (the "Act'), adopted a resolution declaring its intent to establish the City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center) (the "CFD"), and to incur bonded indebtedness in the District for the purpose of 1 financing the optional redemption of the outstanding principal amount of the City of Santa Clarita Community Facilities District No. 92-1 (Valencia Town Center) Special Tax Bonds, Series A (the "1992 Bonds"), and the extinguishment of the special tax lien associated with the City of Santa Clarita Community Facilities District No. 92-1 (Valencia Town Center) (the "1992 CFD"); and WHEREAS, pursuant to notice given as provided in the Act, a public hearing was held concerning the formation of the CFD, the levy of the special tax and the establishment of an appropriations limit therein, and the issuance of bonded indebtedness by the CFD; and WHEREAS, on October 8, 2002, the City Council, following the closing of the public hearing, adopted a Resolution establishing the CPD and approving the proposed rate and method of apportionment of the special tax; and WHEREAS, a special election was duly and legally held and conducted for the CFD on the 8th day of October 2002, at which election there was submitted to the qualified voters of the CFD the combined ballot proposition of levying a special tax, of establishing an appropriations limit and of incurring bonded indebtedness, such ballot proposition being unanimously approved by the qualified electors of the CFD; and WHER.LAS, a Notice of Special Tax Lien has been filed and recorded with the office of the Recorder of the County of Los Angeles with regard to all parcels within the District in the time and mamier required by Section 53328.5 of the Act; and WHEREAS, the City Council has adopted Ordinance No. CFD 02-1-1 on October 22, , 2002 providing for the levy of a special tax, in accordance with Section 53340 of the Act; and WHEREAS, on October 29, 2012, the CFD issued $17,370,000 in aggregate principal amount of the City Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center) Special Tax Bonds (the "2002 Bonds"), of which $16,650,000 remains outstanding; and WHEREAS, the City Council desires to provide for the issuance of refunding bonds of the CFD to refund all of the 2002 Bonds and to approve all necessary and proper documents and transactions in connection therewith. NOW, THEREFORE, the City Council of the City of Santa Clarita, acting as the legislative body of the City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center), does hereby resolve, determine, and order as follows: SECTION 1. Definitions. For purposes of this Resolution, the following capitalized terms have the indicated meanings: "Bond Counsel" means Fulbright & Jaworski LLP in its capacity as bond counsel with respect to the 2012 Bonds. "City Attorney" means the City Attorney of the City, or his deputy. 1 "Fiscal Year" means the 12 -month period ending on June 30 of each year, or any other annual accounting period hereafter selected and designated by the City as its Fiscal Year in accordance with applicable law. "Responsible Officer" means any of the Mayor, the City Manager, the Deputy City Manager of the City, or any designee of the listed officers. "Special Tax" means, with respect to any parcel within the CFD, the tax authorized to be levied in accordance with the proceedings of the CFD and an Ordinance of the City authorizing such levy. "Special Tax Lien" means the lien established as to each parcel in the CFD by recordation of the Notice of Special Tax Lien pursuant to Section 53328.5 of the Act. All capitalized terms not defined herein shall have the meaning assigned to them in the Fiscal Agent Agreement (as hereinafter defined). SECTION 2. Issuance of Refunding Bonds. Refunding bonds of the CFD designated City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center) Special Tax Refunding Bonds, Series 2012 (the "2012 Bonds") are hereby authorized to be issued in an , aggregate principal amount of not to exceed $18,500,000. The 2012 Bonds shall be issued upon the terms and conditions contained in the Fiscal Agent Agreement (hereinafter referred to), which terms and conditions are by this reference incorporated herein. SECTION 3. Manner of Sale of the 2012 Bonds. Pursuant to Section 53360.4 of the Act, the City Council hereby finds and determines that a negotiated sale of the 2012 Bonds would result in a lower overall cost to the CFD, and the 2012 Bonds shall be sold at a negotiated sale. SECTION 4. Determinations. The CFD hereby determines that total interest cost to maturity on the 2012 Bonds plus the principal amount of the 2012 Bonds shall not exceed the total interest cost to maturity on the 2002 Bonds plus the principal amount of the 2002 Bonds. The CFD further determines that it would be prudent in the management of its fiscal affairs to issue the 2012 Bonds. SECTION 5. Designation of Office to Administer Special Tax. Pursuant to Section 53340.2 of the Act, the Office of the Deputy City Manager is hereby designated as the office which is responsible for annually preparing the current roll of Special Tax levy obligations and for estimating future Special Tax levies. SECTION 6. Approval of Fiscal Agent Agreement. The CPD hereby approves the Fiscal Agent Agreement in substantially the form presented to this City Council. Any Responsible Officer is hereby authorized to execute the Fiscal Agent Agreement by and between the CFD and U.S. Bank National Association, as fiscal agent, in substantially the form presented to this City ' Council, with such revisions, amendments, and completions as shall be approved by any Responsible Officer, with the advice of Bond Counsel and the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer. SECTION 7. Approval of the Continuing Disclosure Certificate. The CFD hereby approves the Continuing Disclosure Certificate in substantially. the form presented to this City Council. Any Responsible Officer is hereby authorized to execute the Continuing Disclosure Certificate in substantially the form presented to this City Council, with such revisions, amendments, and completions as shall be approved by any Responsible Officer, with the advice of Bond Counsel and the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer. SECTION 8. Approval of the Preliminary Official Statement and Official Statement. The form of the Preliminary Official Statement relating to the CPD with respect to the Series 2012 Bonds (the "Preliminary Official Statement") is presented to the City Council at this meeting, and the Underwriters' distribution thereof to prospective purchasers of 2012 Bonds is hereby approved. The Preliminary Official Statement, together with such additions thereto and changes therein as are determined necessary by a Responsible Officer, for and in the name of the CFD, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the.Securities and Exchange Commission ("Rule 15c2-12"), including, but not limited to, such additions and changes as are necessary to reflect conditions imposed by the agency rating the 2012 Bonds or to ivake the information therein on the owners of the property in the CFD and all other matters accurate and not misleading, and to execute a Certificate (the "15c2-12 Certificate"), for and in the name of the CPD, to certify the same, are hereby authorized. The preparation of the final Official Statement (the "Official Statement") in the form of the Preliminary Official Statement, together with such changes as are determined necessary by a Responsible Officer to snake the Official Statement complete and accurate as of its date, is hereby authorized. The Underwriters are further authorized to distribute the final Official Statement and any supplement thereto to the purchasers thereof upon its execution on behalf of the CFD as described above. SECTION 9. Approval of the Bond Purchase Agreement. The City Council hereby approves the Bond Purchase Agreement, by and between the CFD and De La Rosa & Co., on behalf of itself and Piper Jaffray & Co., in substantially the form presented to this City Council. Any Responsible Officer is hereby authorized jointly to execute the Bond Purchase Agreement, in substantially the form presented to this City Council, with such revisions, amendments, and completions as shall be approved by any Responsible Officer, with the advice of Bond Counsel and City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer, provided that, the Bond Purchase Agreement shall provide for a true interest cost not greater than 5.15%, and an underwriter's discount not greater than 1.25% of the principal amount of 2012 Bonds. SECTION 10. Escrow Agreement. The proposed form of Escrow Deposit and Trust Agreement relating to the 2002 Bonds by and between the CFD and U.S. Bank National Association, as escrow agent (the "2002 Escrow Agreement") presented to the City County at this meeting is hereby approved. A Responsible Officer is hereby authorized and directed, for ' and in the name of the CFD, to execute and deliver the 2002 Escrow Agreement in substantially said forms, with such changes therein as City Attorney and Bond Counsel may require or approve, such requirement or approval to be conclusively evidenced by the execution thereof. SECTION 11. Retention of Consultants. The law firm of Fulbright & Jaworski LLP, Los Angeles, California, is hereby retained as Bond Counsel and Disclosure Counsel in connection with the issuance of the 2012 Bonds, upon such terms and conditions as shall be approved by the Deputy City Manager, or his designee. U.S. Bank National Association is hereby appointed as Fiscal Agent for the 2012 Bonds pursuant to the Fiscal Agent Agreement and upon such additional terms and conditions as shall be approved by the Deputy City Manager, or his designee. The firm of C.M. de Crinis & Co., Inc., Glendale, California, is hereby retained as financial advisor in connection with the issuance of the 2012 Bonds, upon such terms and conditions as shall be approved by the Deputy City Manager or his designee. SECTION 12. Official Actions. The Mayor, City Manager, Deputy City Manager, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City and the CFD, to do any and all things and take any and all other actions, including the obtaining of municipal bond insurance and the publication of any notices necessary or desirable in connection with the sale of the 2012 Bonds and execution and delivery of any and all certificates, requisitions, agreements, notices, consents, warrants, and other documents, which they, or any of them, deem necessary or advisable in order to consummate the 1 lawful issuance and sale of the 2012 Bonds and the consummation of the transactions as described herein. 4 SECTION 13. Effectiveness. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 1 I th day of September, 2012. ATTEST: r 0 INT MCI ERIK DATE: Ig13Il Z STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Armine Chaparyan, Interim City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita, acting as the legislative body of the City of Santa Clarita Community Facilities District No. 2002-1 (Valencia Town Center) at a regular meeting thereof, held on the 11th day of September, 2012, by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Kellar, Boydston, McLean, Weste, Ferry None None IN RIM CI CLE