HomeMy WebLinkAbout2016-07-26; City Council; Resolution 2016-1681 RESOLUTION NO.2016-168
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
(IMPROVEMENT AREA 2) IN A PRINCIPAL AMOUNT NOT TO EXCEED
5 FOURTEEN MILLION DOLLARS ($14,000,000)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, California
9 (hereinafter sometimes referred to as the "legislative body of the District"),has heretofore
10 undertaken proceedings and declared the necessity of City of Carlsbad Community Facilities District
11 No.3 (the "District")to issue bonds pursuant to the terms and provisions of the Mello-Roos
12 Community Facilities Act of 1982,as amended,being Chapter 2.5,Part 1,Division 2, Title 5 of the
13 Government Code of the State of California (the "Act")up to the amount of $21,000,000 for
14 Improvement Area 2 of the District; and
15 WHEREAS,pursuant to Resolution Nos. 2005-301 and 2005-302 adopted by the legislative
16 body of the District on October 4, 2005, certain bond propositions were submitted to the qualified
17 electors within the District, and were approved by more than two-thirds of the votes cast at the
18 elections held within the District on November 8, 2005; and
19 WHEREAS,pursuant to the Act, the District previously issued its $18,175,000 2008 Special
20 Tax Bonds (Improvement Area 2) (the "2008 Bonds"), on February 21, 2008; and
21 WHEREAS,the District desires to refund the 2008 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 2008 Bonds,the District desires to
24 issue bonds in an aggregate principal amount not to exceed $14,000,000 designated as the "City of
25 Carlsbad Community Facilities District No.3 2016 Special Tax Refunding Bonds (Improvement Area
26 2)" (the "Bonds"); and
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1 WHEREAS,in order to effect the issuance of the Bonds, the legislative body of the District
2 desires to approve the form of a Preliminary Official Statement for the Bonds and to approve the
3 forms of and authorize the execution and delivery of a Bond Indenture,a Purchase Contract,an
4 Escrow Agreement (2008 Bonds), and a Continuing Disclosure Agreement for the Bonds, the forms
5 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 retain
7 Stradling Yocca Carlson & Rauth,a Professional Corporation, to act as Bond Counsel and Disclosure
8 Counsel to the District, and Fieldman, Rolapp & Associates, to act as financial advisor to the District;
9 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 Contract
13 for the Bonds to be entered into by the District and the Underwriter (the "Purchase Contract") will
14 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 2 of the
18 District that is subject to the special tax to pay debt service on the Bonds (as determined in part by
19 an appraisal of certain undeveloped property within Improvement Area 2 of the District)is not less
20 than three times the principal amount of the Bonds and the principal amount of all other bonds
21 outstanding that are secured by a special tax levied pursuant to the Act or a special assessment
22 levied on property within Improvement Area 2 of the District,which fact is required as a
23 precondition to the issuance of the Bonds; and
24 NOW, THEREFORE,BE IT RESOLVED by the City Council of the City of Carlsbad, acting as the
25 legislative body of City of Carlsbad Community Facilities District No.3, as follows:
26 1.Each of the above recitals is true and correct and is adopted by the legislative body
27 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 the
2 2008 Bonds,the issuance of the Bonds pursuant to the Act in a principal amount not to exceed
3 $14,000,000 is hereby authorized, with the exact principal amount of the Bonds to be determined
4 by the official signing the Purchase Contract in accordance with Section 5 below.The legislative
5 body of the District hereby determines that it is prudent in the management of its fiscal affairs to
6 issue the Bonds.In satisfaction of the requirements contained in Section 53363.2 of the Act, the
7 legislative body of the District hereby determines that:
8 (a)it is anticipated that the purchase of the Bonds will occur on or about August 10,
9 2016 and that the refunding of the 2008 Bonds will occur on September 1,2018,or as soon
10 thereafter as practicable and permitted by the terms of the 2008 Bonds (subject to change at the
11 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, have
13 the maturity dates (which do not exceed the latest maturity date of the 2008 Bonds being
14 refunded), and be payable at the place and be in the form specified in the Purchase Contract to be
15 executed on behalf of the District in accordance with Section 5 hereof;
16 (c)the aggregate principal amount of Bonds shall not exceed $14,000,000;
17 (d)the Bonds shall not have a final maturity date later than September 1,2038;
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 aggregate
20 principal amount thereof;
21 (g)the 2008 Bonds shall be payable at the place specified in the Escrow Agreement
22 (2008 Bonds); and
23 (h)the designated cost of issuing the Bonds being used to refund the 2008 Bonds,as
24 defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a),
25 (b)(2) and (c).
26 3.The Bonds shall be governed by the terms and conditions of the Bond Indenture,
27 dated as of August 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 Bond
2 Counsel to the District and executed by any one of the Mayor,City Manager,Assistant City
3 Manager, Administrative Services Director or City Treasurer, or the written designee of one of the
4 foregoing (collectively the "Authorized Officers"),substantially in the form presented at this
5 meeting, with such additions thereto and changes therein as the officer or officers executing the
6 same deem necessary to cure any ambiguity or defect therein if such addition or change does not
7 materially alter the substance or content thereof, to insert the offering price(s),interest rate(s),
8 selling compensation, principal amount per maturity, redemption dates and prices and such other
9 related terms and provisions as limited by Section 5 hereof, or to conform any provisions therein to
10 the Purchase Contract and the Official Statement delivered to the purchasers of the Bonds.
11 Approval of such changes shall be conclusively evidenced by the execution and delivery of the Bond
12 Indenture by any one of the Authorized Officers.Capitalized terms used in this Resolution which
13 are not defined herein have the meanings ascribed to them in the Bond Indenture.
14 4.The Bonds shall be executed on behalf of the District by the manual or facsimile
15 signature of an Authorized Officer and the seal of the District or the City, or a facsimile thereof, shall
16 be impressed or imprinted thereon and attested with the manual or facsimile signature of the City
17 Clerk.The Bank of New York Mellon Trust Company, N.A.,is hereby appointed to act as trustee for
18 the Bonds.
19 5.The covenants set forth in the Bond Indenture, to be executed in accordance with
20 Section 3 above, are hereby approved, shall be deemed to be covenants of the legislative body of
21 the District and shall be complied with by the District and its officers.
22 6.The form of the Purchase Contract presented at this meeting is hereby approved,
23 and any one of the Authorized Officers is hereby authorized to execute the Purchase Contract, with
24 such additions thereto and changes therein relating to dates and numbers as are necessary to
25 conform the Purchase Contract to the dates, amounts and interest rates applicable to the Bonds as
26 of the sale date.Approval of such additions and changes shall be conclusively evidenced by the
27 execution and delivery of the Purchase Contract;provided,however,that the Purchase Contract
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1 shall be signed only if the Bonds are purchased by the Underwriter at a true interest cost that does
2 not exceed 5.00%,the refunding of the 2008 Bonds results in net present value savings to the
3 District of at least 3.00%of the 2008 Bonds to be refunded (including the costs of issuing the
4 Bonds), the interest rate on the Bonds is such that the principal and total interest cost to maturity
5 of the Bonds is less than the principal and total interest cost to maturity of the 2008 Bonds, the last
6 maturity date of the Bonds is not later than the last maturity date of the 2008 Bonds and the
7 discount paid to the Underwriter (exclusive of original issue discount) does not exceed 2.00% of the
8 principal amount of the Bonds.Each of the Authorized Officers is authorized to determine the day
9 on which the Bonds are to be priced in order to attempt to produce the lowest borrowing cost for
10 the District and may reject any terms presented by the Underwriter if determined not to be in the
11 best interest of the District.
12 7.The form of the Continuing Disclosure Agreement presented at this meeting is
13 hereby approved,and any one of the Authorized Officers is hereby authorized and directed to
14 execute the Continuing Disclosure Agreement in the form hereby approved,with such additions
15 therein and changes thereto as the Authorized Officer or Authorized Officers executing the same
16 deem necessary to cure any defect or ambiguity therein if such change does not materially alter the
17 substance or content thereof, with such approval to be conclusively evidenced by the execution and
18 delivery of the Continuing Disclosure Agreement.
19 8.The form of the Escrow Agreement (2008 Bonds)presented at this meeting is
20 hereby approved and any one of the Authorized Officers is hereby authorized and directed to
21 execute the Escrow Agreement (2008 Bonds)in the form hereby approved,with such additions
22 therein and changes thereto as the Authorized Officer or Authorized Officers executing the same
23 deem necessary to cure any defect or ambiguity therein if such change does not materially alter the
24 substance or content thereof, with such approval to be conclusively evidenced by the execution and
25 delivery of the Escrow Agreement (2008 Bonds).The Bank of New York Mellon Trust Company,
26 N.A.,is hereby appointed to act as escrow agent under the Escrow Agreement (2008 Bonds).
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1 9.The form of the Preliminary Official Statement presented at this meeting is hereby
2 approved, and the Underwriter is hereby authorized to distribute the Preliminary Official Statement
3 to prospective purchasers of the Bonds in the form hereby approved, together with such additions
4 thereto and changes therein as are determined to be necessary by any one of the Authorized
5 Officers to make the Preliminary Official Statement final as of its date.Each of the Authorized
6 Officers is hereby authorized and directed to execute and deliver a certificate deeming the
7 Preliminary Official Statement final as of its date in accordance with Rule 15c2 -12 promulgated
8 under the Securities Exchange Act of 1934.Each of the Authorized Officers is hereby authorized to
9 execute a final Official Statement in the form of the Preliminary Official Statement, together with
10 such changes as are determined necessary by the Authorized Officer executing the Official
11 Statement to make such Official Statement complete and accurate as of its date.The Underwriter
12 is further authorized to distribute the final Official Statement for the Bonds and any supplement
13 thereto to the purchasers thereof upon its execution on behalf of the District as described above.
14 10.In accordance with the requirements of Section 53345.8 of the Act, the legislative
15 body of the District hereby determines that the aggregate assessed value of the real property in
16 Improvement Area 2 of the District that is subject to the special tax to pay debt service on the
17 Bonds (as determined in part by an appraisal of certain undeveloped property within Improvement
18 Area 2 of the District)is not less than three times the principal amount of the Bonds and the
19 principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to
20 the Act or a special assessment levied on property within Improvement Area 2 of the District.This
21 determination is based in part on the assessed value of a portion of the real property within
22 Improvement Area 2 of the District as set forth in the fiscal year 2015-16 County Assessor's roll and
23 in part on an appraisal of certain undeveloped property within Improvement Area 2 of the District.
24 11.Each of the Authorized Officers is authorized to provide for all services necessary to
25 effect the issuance of the Bonds.Such services shall include, but not be limited to, obtaining legal
26 services, trustee services, special tax consultant services, appraisal services and any other services
27 deemed appropriate by an Authorized Officer.Any one of the Authorized Officers is authorized to
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1 pay for the cost of such services, together with other Costs of Issuance (as such term is defined in
2 the Bond Indenture) from Bond proceeds.Without further approval of the legislative body of the
3 District, the total amount disbursed by the Authorized Officers for Costs of Issuance, exclusive of
4 Underwriter's discount, shall not exceed 3%of the principal amount of the Bonds,inclusive of net
5 premium.
6 12.The Authorized Officers are authorized to execute contracts with Stradling Yocca
7 Carlson & Rauth,a Professional Corporation, to act as Bond Counsel and Disclosure Counsel to the
8 District, and Fieldman, Rolapp & Associates, to act as financial advisor to the District.
9 13.Each of the Authorized Officers and the other officers and staff of the City of
10 Carlsbad and the District who are responsible for the fiscal affairs of the District are hereby
11 authorized and directed to take any actions and to execute and deliver any and all documents as
12 are necessary to accomplish the issuance,sale and delivery of the Bonds in accordance with the
13 provisions of this Resolution, and the fulfillment of the purposes of the Bonds as described in the
14 Bond Indenture,including,but not limited to,providing certificates as to the accuracy of any
15 information relating to the District which is included in the Official Statement and amendments to
16 the Bond Indenture.Any document authorized herein to be signed by the City Clerk may be signed
17 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 26th day of July, 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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MATT HALL, Mayor
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BARBA'ENGLESON, City Clerk
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