HomeMy WebLinkAbout2006-04-04; City Council; Resolution 2006-0841
2 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX BONDS
FOR IMPROVEMENT AREA 1 OF COMMUNITY FACILITIES DISTRICT NO. 3,
3 APPROVING THE FORM OF FISCAL AGENT AGREEMENT, PURCHASE
CONTRACT, PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS
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RELATED THERETO AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION4
WITH THE ISSUANCE OF SUCH BONDS
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Exhibit 2
RESOLUTION NO. 2006 -084
WHEREAS, the CITY COUNCIL of the CITY OF CARLSBAD, CALIFORNIA (this "City Council"),
did previously conduct proceedings to form and did form a community facilities district and designate two
improvement areas therein pursuant to the terms and provisions of the "Mello-Roos Community Facilities
Act of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California9
(the "Act"), such community facilities district designated as Community Facilities No. 3 (the "Community10
Facilities District") and such improvement areas designated as Improvement Area 1 and Improvement Area
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2, respectively, for the purpose of financing the acquisition or construction of certain public improvements;
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and,
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WHEREAS, this City Council has previously declared its intention to issue bonds for each
14 Improvement Area of the Community Facilities District to finance the acquisition or construction of such
15 improvements, such bonds be issued pursuant to the terms and provisions of the Act and Policy 33 of the
City Council pertaining to the use of Assessment Districts, Community Facilities Districts and Bridge and
Thoroughfare Districts, as amended to date (the "Policy 33"); and,
WHEREAS, at this time this City Council desires to set forth the general terms and conditions
relating to the authorization, issuance and administration of the Bonds (defined below) for Improvement
20 Area 1; and,
WHEREAS, the forms of the following documents have been presented to and considered for
approval by this City Council:
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A. Fiscal Agent Agreement by and between the Community Facilities District and The Bank of
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New York Trust Company, N.A., as fiscal agent (the "Fiscal Agent") setting forth the terms
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and conditions relating to the issuance and sale of the Bonds (the "Fiscal Agent
25 Agreement");
B. Purchase Contract authorizing the sale of the Bonds to Stone & Youngberg LLC, the
27 designated underwriter (the "Purchase Contract");
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1 u. Preliminary Official Statement containing information including but not limited to the
2 Community Facilities District, Improvement Area 1 and the Bonds, including the terms and
conditions thereof (the "Preliminary Official Statement"); and
Continuing Disclosure Certificate to be executed by the City pursuant to which the City will4
be obligated to provide ongoing annual disclosure relating to the Bonds (the "Continuing
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Disclosure Certificate"); and
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WHEREAS, this City Council, with the aid of City staff, has reviewed and considered the Fiscal
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Agent Agreement, the Purchase Contract, the Continuing Disclosure Certificate and the Preliminary Official
8 Statement and finds those documents suitable for approval, subject to the conditions set forth in this
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resolution; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been
performed precedent to and in the issuance of the Bonds as contemplated by this resolution and the
documents referred to herein exist, have happened and have been performed or have been ordered to
have been preformed in due time, form and manner as required by the laws of the State of California,
including the Act and Policy 33.
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARLSBAD HEREBY RESOLVES AS16
FOLLOWS:
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1. Recitals. The above recitals are true and correct.
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2. Determinations. This legislative body hereby makes the following determinations pertaining
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to the proposed issuance of the Bonds:
20 (a) Policy 33 generally requires that the full cash value of the properties within Improvement
21 Area 1 subject to the levy of the special taxes securing the Bonds must be at least 4 times
the principal amount of the Bonds, plus any prior or anticipated fixed assessment liens
and/or special tax liens (collectively, "Land Secured Indebtedness"). The Act authorizes the
City Council to sell the Bonds only if the City Council has determined prior to the award of
the sale of the Bonds that the value of such properties within Improvement Area 1 will be at
26 least 3 times the amount of such Land Secured Indebtedness.
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I he value of the property within Improvement Area 1 which will be subject to the special tax
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to pay debt service on the Bonds will be at least 4 times the amount of the Land Secured
Indebtedness.1
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state certified real estate appraiser, as defined in Business and Professions Code Section<j
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The foregoing determination is based upon the full cash value of such properties as shown
upon an appraisal of the subject properties prepared by Bruce W. Hull & Associates, a
11340(c). Such determination was made in a manner consistent with Policy 33.
(b) The terms and conditions of the Bonds as contained in the Fiscal Agent Agreement are
consistent with and conform to Policy 33.
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(c) As a result of the current status of development of the property within Improvement Area 1
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and the relative overall lack of diversity of ownership of property therein, the private sale of
g the Bonds will result in a lower overall cost to the owners of the taxable properties within
10 Improvement Area 1.
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3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement,
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limited obligation bonds of the City designated as "City of Carlsbad Community Facilities District No. 3 2006
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Special Tax Bonds (Improvement Area 1)" (the "Bonds") in an aggregate principal amount not to exceed
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$13,000,000 are hereby authorized to be issued for and on behalf of Improvement Area 1. The date,
15 manner of payment, interest rate or rates, interest payment dates, denominations, form, registration
"tfi privileges, manner of execution, place of payment, terms of redemption and other terms, covenants and
conditions of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed.
4. Authorization and Conditions. The City Manager, the Assistant City Manager, the Director
of Finance and such other official or officials of the City as may be designated in writing by this City Council,
the City Manager or the Assistant City Manager (each, an "Authorized Officer") are each hereby authorized
21 and directed to execute and deliver the final form of the various documents and instruments described in
this Resolution, with such additions thereto or changes therein as such Authorized Officer may deem
necessary and advisable provided that no additions or changes shall authorize an aggregate principal
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amount of Bonds in excess of $13,000,000, an annual interest rate on the Bonds in excess of six and
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twenty five hundredths percent (6.25%) per year and underwriter's discount on the Bonds in excess of two
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percent (2.00%) of the par amount of the Bonds (excluding original issue discount, if any). The approval of
26 such additions or changes shall be conclusively evidenced by the execution and delivery of such documents
27 or instruments by an Authorized Officer, upon consultation with and review by the City Attorney, Best Best &
OQ Krieger LLP, bond counsel, and/or Jones Hall, A Professional Corporation, disclosure counsel, as
applicable.
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completed and executed on behalf of the City, subject to the provisions of Section 3 above.4
6. Official Statement and Continuing Disclosure Certificate. The City Council hereby approves
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the form of the Preliminary Official Statement as presented to this City Council and on file with the City
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Clerk, together with any changes therein or additions thereto deemed advisable by the Assistant City
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Manager or, in the absence of the Assistant City Manager, another Authorized Officer. Pursuant to Rule
8 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Assistant City Manager or, in the
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absence of the Assistant City Manager, another Authorized Officer is authorized to determine when the
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5. Fiscal Agent Agreement. The form of Fiscal Agent Agreement by and between the City and
the Fiscal Agent, with respect to the Bonds as presented to this City Council and on file with the City Clerk is
hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be
Preliminary Official Statement is deemed final, and the Assistant City Manager or such other Authorized
Official is hereby authorized and directed to provide written certification thereof. The execution of the final
Official Statement, which shall include such changes and additions thereto deemed advisable by the
Assistant City Manager or, in the absence of the Assistant City Manager, another Authorized Officer
pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the
Community Facilities District. The City Council hereby authorizes the distribution of the final Official
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Statement by the Underwriter as the initial purchaser of the Bonds.16
The form of Continuing Disclosure Certificate by and between the Community Facilities District and
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the Dissemination Agent as presented to this City Council and on file with the City Clerk is hereby approved.
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An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed
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on behalf of the Community Facilities District, subject to the provisions of Section 3 above.
20 7. Sale of Bonds. This City Council hereby authorizes and approves the negotiated sale of
21 the Bonds to the Underwriter. The form of the Purchase Contract is hereby approved and an Authorized
Officer is hereby authorized and directed to execute the Purchase Contract on behalf of the Community
Facilities District upon the execution thereof by the Underwriter, subject to the provisions of Section 3
above.
8. Bonds Prepared and Delivered. Upon the execution of the Purchase Contract, the Bonds
shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Act and
the Fiscal Agent Agreement, and any Authorized Officer and other responsible City officials, acting for and
on behalf of the Community Facilities District, are hereby authorized and directed to take such actions as
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are required under the Purchase Contract and the Fiscal Agent Agreement to complete all actions required
to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter.
9. Actions. All actions heretofore taken by the officers and agents of the City with respect to
the establishment of the Community Facilities District and the sale and issuance of the Bonds are hereby
approved, confirmed and ratified, and the proper officers of the City, acting for and on behalf of the
Community Facilities District, are hereby authorized and directed to do any and all things and take any and
all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or
any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of
the Bonds in accordance with the Act, this Resolution, the Fiscal Agent Agreement, the Purchase Contract,
the Continuing Disclosure Certificate, and any certificate, agreement, contract, and other document
described in the documents herein approved.
10. Effective Date. This resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on
the 4th day of April , 2006 by the following vote, to wit:
AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose
NOES: None
ABSENT: None
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WDIVENN327398.2 'K,*,X JRRATNEJ\/I.WOOD, City Clerk