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HomeMy WebLinkAboutResolution No. 2015-C37RESOLUTION NO. 2015-C37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, ACTING FOR ITS COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT AREA NO. 1, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED 540,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF AZUSA COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT. AREA NO. 1 SPECIAL TAX REFUNDING BONDS, SERIES 2015, APPROVING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENT TO BOND INDENTURE, A BOND PURCHASE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, the City Council (the "City Council") of the City of Azusa (the "City") conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Act') to form the City of Azusa Community Facilities District No. 2005-1 (Rosedale) (the "District") and designate improvement areas therein including Improvement Area No. 1 (the "Improvement Area No. 1"), to authorize the levy of a special tax (the "Special Tax") within Improvement Area No. 1 and to authorize bonds secured by the Special Tax; and WHEREAS, such proceedings authorized the issuance of bonded indebtedness within Improvement Area No. 1 in an amount not exceed $80,000,000 (the "Bond Authorization") to finance authorized facilities; and WHEREAS, the City Council, by and through the District, issued on February 7, 2007 its City of Azusa Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1 2007 Special Tax Bonds, in the original principal amount of $71,125,000 (the "Prior Bonds"), the proceeds of which were used to finance authorized facilities or, in connection with the termination of escrowed proceeds, to redeem Prior Bonds if required under special mandatory redemption provisions set forth in the Bond Indenture, dated as of January 1, 2007 (the "Indenture") between the City, for itself and on behalf of the District, and fiscal agent to be selected by the City Manager in accordance with the City Purchasing Regulations (the "Fiscal Agent'); and WHEREAS, in order to (i) refinance the Prior Bonds and (ii) finance not to exceed $1,000,000 of additional facilities previously authorized to be financed with proceeds of bonded indebtedness within Improvement Area No. 1, the City Council desires to authorize the issuance, by and through the District, of City of Azusa Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, Special Tax Refunding Bonds, Series 2015 (the "Bonds"), in an aggregate principal amount of not to exceed $40,000,000; and OHSUSA:762711639.4 41856-5 WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City, for itself and on behalf of the District, proposes to enter into a First Supplement to Bond Indenture (the "First Supplement") with the Fiscal Agent (such First Supplement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "First Supplement"); and WHEREAS, the City, for itself and on behalf of the District, will enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") with Stifel, Nicolaus & Company, Incorporated (the "Underwriter) in connection with the sale of the Bonds; and WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the First Supplement; (b) the Bond Purchase Agreement; and (c) the Preliminary Official Statement to be u sed in connection with the offering and sale of the Bonds (such Preliminary Official Statement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); and WHEREAS, the City, for itself and on behalf of the District, desires to proceed to issue and sell the Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa, acting for the City's Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Bonds, in the aggregate principal amount of not to exceed $40,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, as supplemented by the First Supplement, is hereby authorized and approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be issued in the form, shall be subject to call and redemption and shall be as otherwise provided in the First Supplement, as the same shall be completed as provided in this Resolution. Section 2. The First Supplement, in substantially the form submitted to this meeting and made a part hereof as though set forth herein is hereby approved. The Mayor of the City, and such other members of the City Council as the Mayor may designate, the Mayor Pro Tem of the City, the City Manager, the Director of Finance of the City, and the City Clerk (the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the name of the District, to execute and deliver the First Supplement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the OHSUSA:762711639.4 2 41856-5 First Supplement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Bonds in excess of $40,000,000, shall not result in a final maturity date of the Bonds later than September 1, 2037, and shall not result in a true interest cost for the Bonds in excess of 4.75%. The First Supplement may also be changed to add terms for the inclusion of bond insurance and of a credit facility, surety bond, letter of credit or insurance policy for all or a portion of the Reserve Requirement, as defined therein. Section 3. The form of Bond Purchase Agreement in substantially the form submitted to this meeting and made a part hereof as though set forth herein is hereby approved. The Authorized Officers, jointly and severally, or any such officer's designee, are each hereby authorized and directed, on behalf of the City, to execute and deliver a bond purchase agreement in substantially said form, with such changes therein as such Authorized Officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, the underwriting discount (not including original issue discount) shall not exceed 0.60% of the aggregate principal amount of the Bonds. Section 4. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the District, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12. Section 5. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the District. Section 6. Pursuant to Section 53345.8 of the Act, the City Council hereby finds and determines that the value of the real property that would be subject to the Special Tax to pay debt service on the Bonds will be at least three times the principal amount of the Bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within Improvement Area No. 1 or a special assessment levied on property within Improvement Area No. 1. Section 7. Notwithstanding the refunding of the Prior Bonds, it is the City's intention that any proceeds realized through foreclosure actions commenced with respect to delinquent special taxes previously levied to pay the principal of and interest on the Prior Bonds, shall, to the maximum extent possible, be transferred to the Fiscal Agent and applied to the payment of OHSUSA:76271 1639.4 3 41856-5 debt service on the Bonds and to the appropriate reduction of Special Taxes, as defined in the Indenture. Section 8. The Authorized Officers are, and each of them hereby is, authorized and directed to prepare or cause to be prepared, execute and deliver any and all documents and instruments, including a refunding escrow agreement, and a continuing disclosure certificate or a supplement to the existing continuing disclosure certificate, and to do and cause to be done any and all acts and things necessary or proper for carrying out the issuance of the Bonds and the transactions contemplated by this Resolution. In addition, the City Manager is authorized to enter into discussions with representatives of the developer of the Rosedale master -planned community to determine which authorized facilities are to be financed with proceeds of the Bonds. Section 9. All actions heretofore taken by the Authorized Officers and by the officers and staff of any member of the City with respect to the District, the Prior Bonds, the Special Tax and the issuance and sale of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 10. This Resolution shall take effect immediately upon its adoption. APPROVED and ADOPTED by the City Council of the City of Azusa, acting for its Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, on July 27, 2015. IL, 141 A oseph Romero Rocha MMayor ATTEST: Jeffre'Y'La*YaKee Cornejo r. City Clerk 0HSUSA:76271 1 63 9.4 4 41856-5 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-C37 was duly adopted by the City Council of the City of Azusa at a special meeting thereof, held on the 271h day of July, 2015, by the following vote of Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE 110100Iffir - �- SO APPROVED AS TO FORM: Best Best 4 Krieger,LP City Atton ey OHSUSA:762711639.3 41856-5 The Canyon City—Gateway to the American Dream CLERK'S CERTIFICATE I, the undersigned City Clerk of the City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-07 duly adopted at a special meeting of the City Council of said City held on July 27, 2015, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: July 27, 2015 u J 4aWceComcjcgh. 61 011 City Clerk of the City of Azusa OHSUSA:76271 1639.3 41856-5