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HomeMy WebLinkAbout06-01 TPFA Resolution I I I RESOLUTION NO. TPFA 06-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS OF THE TEMECULA PUBLIC FINANCING AUTHORITY FOR ITS COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. This Board of Directors has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "law"), to form the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain public improvements (the "Facilities") and the elimination of certain assessment liens (the "Prior Liens") on property in the District, all as described in Resolution No. TPFA 05-01 entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of Formation of Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch), Authorizing the levy of a Special Tax Within the District, Preliminary Establishing an Appropriations Limit for the District and Submitting levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District" and Resolution No. TPFA 05-02 entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) and Submitting Proposition to the Qualified Electors of the District," which Resolutions were adopted by this Board of Directors on January 11, 2005. Section 2. Pursuant to said resolutions, an election was held within the District on January 11, 2005 and the then qualified electors of the District approved the propositions of the incurrence of the bonded debt, the establishment of the appropriations limit and the levy of the special tax by more than two-thirds of the votes cast at said special election. Section 3. There have been submitted to this Board of Directors for its approval a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of the Bonds (as defined in Section 5 below) and the use of the proceeds of the Bonds to finance the Facilities and to eliminate the Prior Liens, as well as a Preliminary Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond purchase agreement to be used in connection with the sale of the Bonds R:ITPFA Resas 2006fTPFA 06-01 I I I (the "Purchase Contract"), an Acquisition Agreement (the "Acquisition Agreement"), relating to the use of a portion of the Bond proceeds to acquire Facilities, and a Continuing Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), and this Board of Directors, with the aid of City of Temecula staff, has reviewed said documents and found them to be in proper order. Section 4. 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 and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law. Section 5. Pursuant to the Law, this Resolution and the Fiscal Agent Agreement, special tax bonds of the Temecula Public Financing Authority (the "Authority") for the District (the "Bonds") in an aggregate principal amount not to exceed $55,000,000 are hereby authorized to be issued, such bonds to be designated the "Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds." The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. The Board of Directors hereby finds and determines that, based on the appraisal of Stephen G. White, MAl, referred to in the Preliminary Official Statement for the Bonds, the Bonds have in excess of a one to three lien to value ratio as required by the Authority's Local Goals and Policies for Community Facilities Districts, adopted by the Board of Directors on April 10, 2001 (the "Local Goals and Policies"). The Board of Directors finds that the Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with the Local Goals and Policies. The Board of Directors further finds that the sale of the Bonds at negotiated sale as contemplated by the Purchase Contract will result in a lower overall cost. Section 6. The Fiscal Agent Agreement with respect to the Bonds, in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by the Executive Director. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. Section 7. The Purchase Contract between the Authority and Stone & Youngberg LLC (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to accept the offer of the Underwriter R:ITPFA Resos 2006fTPFA 06-01 2 I I I to purchase the Bonds contained in the Purchase Contract (provided that the aggregate principal amount of the Bonds sold thereby is not in excess of $55,000,000, the true interest cost of the Bonds is not in excess of 7.0% and the underwriter's discount is not in excess of 3.0% of the aggregate principal amount of the Bonds) and to execute and deliver the Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by the officer executing such document upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the Authority. Section 8. The Preliminary Official Statement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Authority's General Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 9. The Continuing Disclosure Agreement related to the Bonds, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority's General Counsel and Disclosure Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Agreement. Section 10. The Acquisition Agreement relating to the acquisition of certain of the Facilities to be financed by the District and specified therein from Ashby USA, LLC, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Acquisition Agreement in said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with the Authority Counsel and Bond Counsel, the approval of such additions or changes to be conclusively R:ITPFA Resos 2006fTPFA 06-01 3 I I I evidenced by the execution and delivery of the Acquisition Agreement by the Executive Director. Section 11. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 12. The Bonds, when executed, shall be delivered to the Fiscal Agent (as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price therefor. Section 13. The Authority has heretofore approved agreements with bond counsel, the financial advisor and disclosure counsel for the Bonds. Given the complexity of the Bond transaction and the extended time period to complete the formation of the District and the Bond proceedings, the Executive Director and/or the Treasurer are hereby authorized to approve (a) the agreement of disclosure counsel for the Bonds in the form on file with the Authority and (b) amendments to the original contracts with the Authority's bond counsel and financial advisor for the Bonds (or amended contracts for such consultants), in a form acceptable to the Authority's General Counsel, to increase their respective compensation, so long as such additional compensation for bond counsel and the financial advisor is (i) payable solely from the proceeds of the Bonds, and (ii) not in excess of fifty percent (50%) of the compensation set forth in the respective consultant's original contract with the Authority. Section 14. Pursuant to Resolution No. TPFA 05-04, the Secretary has recorded a Notice of Special Tax Lien (the "Notice") regarding the District in the Riverside County Recorder's Office. Subsequent to said recording, it has been determined that there were two typographical errors in the Notice. Accordingly, the Secretary is hereby directed to record a First Amendment to Notice of Special Tax Lien in the form presented to the Board of Directors at this meeting, together with such changes thereto as may be required by Bond Counsel to the Authority. Section 15. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which R:ITPFA Resos 2006fTPFA 06-01 4 I 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 this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 16. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 28th day of February, 2006. MQk'ffiOC A TrEST: I [SEAL] I R:ITPFA Resos 2006fTPFA 06-01 5 I I I STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 06- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 28th day of February, 2006, by the following vote: AYES: 5 BOARD MEMBERS: NOES: 0 BOARD MEMBERS: ABSENT: 0 BOARD MEMBERS: ABSTAIN: 0 BOARD MEMBERS: R:ITPFA Resos 2006fTPFA 06-01 Comerchero, Edwards, Naggar, Washington, Roberts None None None . Jones, MMC oard Secretary 6