HomeMy WebLinkAbout2016-06-28; City Council; Resolution 2016-1391 RESOLUTION NO. 2016-139
2 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
3 ACTING AS THE LEGISLATIVE BODY OF CITY OF CARLSBAD
COMMUNITY FACILITIES DISTRICT NO.3,AUTHORIZING THE
4 ISSUANCE OF ITS 2016 SPECIAL TAX REFUNDING BONDS
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(IMPROVEMENT AREA 1)IN A PRINCIPAL AMOUNT NOT TO
EXCEED NINE MILLION DOLLARS ($9,000,000) AND APPROVING
6 CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
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8 WHEREAS,the City Council of the City of Carlsbad,located in San Diego County,
9 California (hereinafter sometimes referred to as the "legislative body of the District"),has
10 heretofore undertaken proceedings and declared the necessity of City of Carlsbad Community
11 Facilities District No.3 (the "District") to issue bonds pursuant to the terms and provisions of
12 the Mello-Roos Community Facilities Act of 1982,as amended,being Chapter 2.5,Part 1,
13 Division 2,Title 5 of the Government Code of the State of California (the "Act")up to the
14 amount of $14,000,000 for Improvement Area 1 of the District; and
15 WHEREAS,pursuant to Resolution Nos. 2005-301 and 2005-302 adopted by the
16 legislative body of the District on October 4, 2005, certain bond propositions were submitted to
17 the qualified electors within the District,and were approved by more than two-thirds of the
18 votes cast at the elections held within the District on November 8, 2005; and
19 WHEREAS,pursuant to the Act,the District previously issued its $11,490,000 2006
20 Special Tax Bonds (Improvement Area 1)(the "2006 Bonds"), on May 11, 2006; and
21 WHEREAS,the District desires to refund the 2006 Bonds if such refunding results in net
22 present value savings to the District of at least 3%; and
23 WHEREAS,in order to accomplish the refunding of the 2006 Bonds, the District desires
24 to issue bonds in an aggregate principal amount not to exceed $9,000,000 designated as the
25 "City of Carlsbad Community Facilities District No.3 2016 Special Tax Refunding Bonds
26 (Improvement Area 1)" (the "Bonds"); and
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1 WHEREAS,in order to effect the issuance of the Bonds,the legislative body of the
2 District desires to approve the form of a Preliminary Official Statement for the Bonds and to
3 approve the forms of and authorize the execution and delivery of a Bond Indenture,a Purchase
4 Contract,an Escrow Agreement (2006 Bonds), and a Continuing Disclosure Agreement for the
5 Bonds, the forms of which are on file with the City Clerk; and
6 WHEREAS,to assist in issuing the Bonds,the legislative body of the District desires to
7 retain Stradling Yocca Carlson & Rauth,a Professional Corporation, to act as Bond Counsel and
8 Disclosure Counsel to the District, and Fieldman, Rolapp & Associates, to act as financial advisor
9 to the District; and
10 WHEREAS,the legislative body of the District has determined in accordance with
11 Government Code Section 53360.4 that a negotiated sale of the Bonds to Stifel,Nicolaus &
12 Company,Incorporated (the "Underwriter"),in accordance with the terms of the Purchase
13 Contract for the Bonds to be entered into by the District and the Underwriter (the "Purchase
14 Contract") will result in a lower overall cost to the District than a public sale; and
15 WHEREAS,the legislative body of the District has determined that it is prudent in the
16 management of its fiscal affairs to issue the Bonds; and
17 WHEREAS,the aggregate assessed value of the real property in Improvement Area 1 of
18 the District that is subject to the special tax to pay debt service on the Bonds is not less than
19 three times the principal amount of the Bonds and the principal amount of all other bonds
20 outstanding that are secured by a special tax levied pursuant to the Act or a special assessment
21 levied on property within Improvement Area 1 of the District,which fact is required as a
22 precondition to the issuance of the Bonds; and
23 NOW, THEREFORE,BE IT RESOLVED by the City Council of the City of Carlsbad, acting as
24 the legislative body of City of Carlsbad Community Facilities District No.3, as follows:
25 1.Each of the above recitals is true and correct and is adopted by the legislative
26 body of the District.
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1 2.If the District is able to realize at least 3% net present value savings by refunding
2 the 2006 Bonds,the issuance of the Bonds pursuant to the Act in a principal amount not to
3 exceed $9,000,000 is hereby authorized, with the exact principal amount of the Bonds to be
4 determined by the official signing the Purchase Contract in accordance with Section 5 below.
5 The legislative body of the District hereby determines that it is prudent in the management of
6 its fiscal affairs to issue the Bonds.In satisfaction of the requirements contained in Section
7 53363.2 of the Act, the legislative body of the District hereby determines that:
8 (a)it is anticipated that the purchase of the Bonds will occur on or about July 28,
9 2016 and that the refunding of the 2006 Bonds will occur on September 1,2016,or as soon
10 thereafter as practicable and permitted by the terms of the 2006 Bonds (subject to change at
11 the discretion of any of the Authorized Officers (as such term is defined herein));
12 (b)the Bonds shall be dated their date of issuance,and be in the denominations,
13 have the maturity dates (which do not exceed the latest maturity date of the 2006 Bonds being
14 refunded), and be payable at the place and be in the form specified in the Purchase Contract to
15 be executed on behalf of the District in accordance with Section 5 hereof;
16 (c)the aggregate principal amount of Bonds shall not exceed $9,000,000;
17 (d)the Bonds shall not have a final maturity date later than September 1,2036;
18 (e)the Bonds will bear interest at the minimum rate of 0.05% per annum;
19 (f)the Underwriter's discount for the Bonds shall not exceed 2.00%of the
20 aggregate principal amount thereof;
21 (g)the 2006 Bonds shall be payable at the place specified in the Escrow Agreement
22 (2006 Bonds); and
23 (h)the designated cost of issuing the Bonds being used to refund the 2006 Bonds,as
24 defined by Section 53363.8 of the Act,shall include all of the costs specified in Section
25 53363.8(a), (b)(2) and (c).
26 3.The Bonds shall be governed by the terms and conditions of the Bond Indenture,
27 dated as of July 1,2016,by and between the District and The Bank of New York Mellon Trust
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1 Company,N.A.,as trustee,relating to the Bonds.The Bond Indenture shall be prepared by
2 Bond Counsel to the District and executed by any one of the Mayor, City Manager, Assistant
3 City Manager, Administrative Services Director or City Treasurer, or the written designee of one
4 of the foregoing (collectively the "Authorized Officers"), substantially in the form presented at
5 this meeting,with such additions thereto and changes therein as the officer or officers
6 executing the same deem necessary to cure any ambiguity or defect therein if such addition or
7 change does not materially alter the substance or content thereof,to insert the offering
8 price(s),interest rate(s),selling compensation,principal amount per maturity,redemption
9 dates and prices and such other related terms and provisions as limited by Section 5 hereof, or
10 to conform any provisions therein to the Purchase Contract and the Official Statement
11 delivered to the purchasers of the Bonds.Approval of such changes shall be conclusively
12 evidenced by the execution and delivery of the Bond Indenture by any one of the Authorized
13 Officers.Capitalized terms used in this Resolution which are not defined herein have the
14 meanings ascribed to them in the Bond Indenture.
15 4.The Bonds shall be executed on behalf of the District by the manual or facsimile
16 signature of an Authorized Officer and the seal of the District or the City, or a facsimile thereof,
17 shall be impressed or imprinted thereon and attested with the manual or facsimile signature of
18 the City Clerk.The Bank of New York Mellon Trust Company, N.A.,is hereby appointed to act as
19 trustee for the Bonds.
20 5.The covenants set forth in the Bond Indenture, to be executed in accordance
21 with Section 3 above, are hereby approved, shall be deemed to be covenants of the legislative
22 body of the District and shall be complied with by the District and its officers.
23 6.The form of the Purchase Contract presented at this meeting is hereby approved,
24 and any one of the Authorized Officers is hereby authorized to execute the Purchase Contract,
25 with such additions thereto and changes therein relating to dates and numbers as are
26 necessary to conform the Purchase Contract to the dates, amounts and interest rates applicable
27 to the Bonds as of the sale date.Approval of such additions and changes shall be conclusively
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1 evidenced by the execution and delivery of the Purchase Contract; provided, however, that the
2 Purchase Contract shall be signed only if the Bonds are purchased by the Underwriter at a true
3 interest cost that does not exceed 5.00%,the refunding of the 2006 Bonds results in net
4 present value savings to the District of at least 3.00%of the 2006 Bonds to be refunded
5 (including the costs of issuing the Bonds),the interest rate on the Bonds is such that the
6 principal and total interest cost to maturity of the Bonds is less than the principal and total
7 interest cost to maturity of the 2006 Bonds, the last maturity date of the Bonds is not later than
8 the last maturity date of the 2006 Bonds and the discount paid to the Underwriter (exclusive of
9 original issue discount) does not exceed 2.00% of the principal amount of the Bonds.Each of
10 the Authorized Officers is authorized to determine the day on which the Bonds are to be priced
11 in order to attempt to produce the lowest borrowing cost for the District and may reject any
12 terms presented by the Underwriter if determined not to be in the best interest of the District.
13 7.The form of the Continuing Disclosure Agreement presented at this meeting is
14 hereby approved, and any one of the Authorized Officers is hereby authorized and directed to
15 execute the Continuing Disclosure Agreement in the form hereby approved, with such additions
16 therein and changes thereto as the Authorized Officer or Authorized Officers executing the
17 same deem necessary to cure any defect or ambiguity therein if such change does not
18 materially alter the substance or content thereof,with such approval to be conclusively
19 evidenced by the execution and delivery of the Continuing Disclosure Agreement.
20 8.The form of the Escrow Agreement (2006 Bonds)presented at this meeting is
21 hereby approved and any one of the Authorized Officers is hereby authorized and directed to
22 execute the Escrow Agreement (2006 Bonds)in the form hereby approved, with such additions
23 therein and changes thereto as the Authorized Officer or Authorized Officers executing the
24 same deem necessary to cure any defect or ambiguity therein if such change does not
25 materially alter the substance or content thereof,with such approval to be conclusively
26 evidenced by the execution and delivery of the Escrow Agreement (2006 Bonds).The Bank of
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1 New York Mellon Trust Company, N.A.,is hereby appointed to act as escrow agent under the
2 Escrow Agreement (2006 Bonds).
3 9.The form of the Preliminary Official Statement presented at this meeting is
4 hereby approved,and the Underwriter is hereby authorized to distribute the Preliminary
5 Official Statement to prospective purchasers of the Bonds in the form hereby approved,
6 together with such additions thereto and changes therein as are determined to be necessary by
7 any one of the Authorized Officers to make the Preliminary Official Statement final as of its
8 date.Each of the Authorized Officers is hereby authorized and directed to execute and deliver
9 a certificate deeming the Preliminary Official Statement final as of its date in accordance with
10 Rule 15c2-12 promulgated under the Securities Exchange Act of 1934.Each of the Authorized
11 Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary
12 Official Statement, together with such changes as are determined necessary by the Authorized
13 Officer executing the Official Statement to make such Official Statement complete and accurate
14 as of its date.The Underwriter is further authorized to distribute the final Official Statement
15 for the Bonds and any supplement thereto to the purchasers thereof upon its execution on
16 behalf of the District as described above.
17 10.In accordance with the requirements of Section 53345.8 of the Act,the
18 legislative body of the District hereby determines that the aggregate assessed value of the real
19 property in Improvement Area 1 of the District that is subject to the special tax to pay debt
20 service on the Bonds is not less than three times the principal amount of the Bonds and the
21 principal amount of all other bonds outstanding that are secured by a special tax levied
22 pursuant to the Act or a special assessment levied on property within Improvement Area 1 of
23 the District.This determination is based on the assessed value of the real property within
24 Improvement Area 1 of the District as set forth in the fiscal year 2015 -16 County Assessor's roll.
25 11.Each of the Authorized Officers is authorized to provide for all services necessary
26 to effect the issuance of the Bonds.Such services shall include, but not be limited to, obtaining
27 legal services, trustee services, special tax consultant services and any other services deemed
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1 appropriate by an Authorized Officer.Any one of the Authorized Officers is authorized to pay
2 for the cost of such services, together with other Costs of Issuance (as such term is defined in
3 the Bond Indenture) from Bond proceeds.Without further approval of the legislative body of
4 the District,the total amount disbursed by the Authorized Officers for Costs of Issuance,
5 exclusive of Underwriter's discount, shall not exceed 3%of the principal amount of the Bonds,
6 inclusive of net premium.
7 12.The Authorized Officers are authorized to execute contracts with Stradling Yocca
8 Carlson & Rauth,a Professional Corporation, to act as Bond Counsel and Disclosure Counsel to
9 the District, and Fieldman, Rolapp & Associates, to act as financial advisor to the District.
10 13.Each of the Authorized Officers and the other officers and staff of the City of
11 Carlsbad and the District who are responsible for the fiscal affairs of the District are hereby
12 authorized and directed to take any actions and to execute and deliver any and all documents
13 as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with
14 the provisions of this Resolution, and the fulfillment of the purposes of the Bonds as described
15 in the Bond Indenture, including, but not limited to, providing certificates as to the accuracy of
16 any information relating to the District which is included in the Official Statement and
17 amendments to the Bond Indenture.Any document authorized herein to be signed by the City
18 Clerk may be signed by a duly appointed deputy clerk.
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1 PASSED,APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
2 of Carlsbad on the 28th day of June, 2016, by the following vote to wit:
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AYES:Hall, Wood, Schumacher, Blackburn, Packard.
6 NOES:None.
7 ABSENT:None.
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10 MATT H A LL,Mayor
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BAR 1A'A ENGLESON, City Cl7k
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14 (SEAL)
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