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HomeMy WebLinkAbout17-02 TPFA Resolution RESOLUTION NO. TPFA 17-02 ' A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC FINANCING AUTHORITY 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. The Board of Directors has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act'), to form the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "District'), to authorize the levy of special taxes on the real property within the District, and to issue bonds secured by the special taxes the proceeds of which were to be used to finance certain public improvements, all as described in Resolution No. TPFA 05-01 adopted by the Board of Directors on January 11, 2005. ' Section 2. On April 27, 2006, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District, issued $51,250,000 principal amount of Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "Prior Bonds"), with the Prior Bonds having been issued under a Fiscal Agent Agreement, dated as of March 1, 2006 (as amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2008, the "Prior Fiscal Agent Agreement") to finance facilities authorized to be funded by the District. Section 3. Due to favorable interest rates in the financial markets, the Board of Directors has determined that it is in the best interests of the Authority and the persons owning real property in the District that the Prior Bonds be refunded. Section 4. There have been submitted to the Board of Directors for its approval a Fiscal Agent Agreement (the "Fiscal Agent Agreement') providing for the issuance of special tax refunding bonds of the Authority for the District (the 'Bonds') and the use of the proceeds of the Bonds to refund a portion of the Prior Bonds, 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 (the 'Purchase Contract'), a Continuing Disclosure Agreement relating to the Bonds ' (the "Continuing Disclosure Agreement'), and an Escrow Agreement (the "Escrow Agreement') relating to the redemption of the Prior Bonds, and the Board of Directors, with the aid of City of Temecula staff, has reviewed said documents and found them to be in proper order. TPFA Resos 17-02 1 Section 5. 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 in due time, form and manner as required by the laws of the State of California. Section 6. Pursuant to the Act, Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law"), this Resolution and the Fiscal Agent Agreement, special tax bonds of the Authority for the District (described in Section 4 and elsewhere in this Resolution as the "Bonds"), in an aggregate principal amount not to exceed $10,500,000, are hereby authorized to be issued, with the Bonds to be designated the "Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2017 Special Tax Refunding Bonds." The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the Board of Directors hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the Authority, the Board of Directors and the District to issue the Bonds for the purpose of refunding a portion of the outstanding Prior Bonds; (b) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity of the portion of the Prior Bonds to be refunded with proceeds of the Bonds plus the principal amount of the portion of the Prior Bonds to be refunded with proceeds of the Bonds (by reason of the requirement for sale of the Bonds in clause (d) of Section 8 below); (c) the Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed value of the real property in the District that will be subject to the levy of special taxes to pay debt service on the Bonds is more than three times the principal amount of the Bonds, based upon the assessed value of the real property in the District as determined by reference to the Riverside County Assessor's records; and (d) the Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with the Local Goals and Policies for Community Facilities Districts adopted by the Board of Directors on April 24, 2001. For purposes of Section 53363.2 of the Act: (i) it is expected that the purchase of the Bonds will occur on or after February 23, 2017; (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement; (iii) the minimum rate of interest to be paid on the Bonds shall be one-half of one percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed; (iv) the place of payment for the Prior Bonds shall be as set forth in the Prior Fiscal Agent Agreement; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement hereafter approved, in the Official Statement for the Bonds and the closing certificates for the Bonds, including Bond Counsel and Disclosure Counsel fees and expenses, Underwriter's discount, municipal advisor fees ' and expenses, rating agency fees, costs of bond insurance and a debt service reserve surety bond, fees of a verification agent, printing costs for the Official Statement, initial fiscal agent fees, and costs of City staff and the City Attorney incurred in connection with the sale and issuance of the Bonds. TPFA Resos 17-02 2 Section 7. The Fiscal Agent Agreement with respect to the Bonds, in the form ' presented to the Board of Directors at this meeting, is hereby approved. The Executive Director, the Assistant Executive Director and the Treasurer (each a "Designated Officer"), each acting alone, are hereby authorized to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Designated Officer executing the Fiscal Agent Agreement 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 a Designated Officer. The Secretary is hereby authorized and directed to countersign the Fiscal Agent Agreement. 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 8. The Purchase Contract between the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Designated Officers, each acting alone, are hereby authorized to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract; provided that (a) the aggregate principal amount of the Bonds sold thereby is not in excess of $10,500,000, (b) the true interest cost of the Bonds is not in excess of 5.00%, (c) the Underwriter's discount is not in excess of 1.50% of the aggregate principal amount of the Bonds, and (d) the requirements of clause (b) of the second paragraph of Section 6 above are satisfied. The Designated Officers, each acting alone, are hereby authorized to execute and deliver the Purchase Contract in said form (if the requirements of the preceding sentence are satisfied), with such additions thereto or changes therein as are recommended or approved by the Designated 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 a Designated Officer. The Secretary does not need to countersign the Purchase Contract. Section 9. The Preliminary Official Statement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Designated Officers are hereby authorized, 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 any such officer upon consultation with the 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 Designated Officers, each acting alone, are 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 TPFA Resos 17-02 3 15c2-12 of the Securities Exchange Act of 1934, and each Designated Officer is ' authorized to so deem such statements final. Section 10. The Continuing Disclosure Agreement related to the Bonds, in the form appended as Appendix E to the Preliminary Official Statement, is hereby approved. The Designated Officers, each acting alone, are hereby authorized, 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 Designated Officer executing the Continuing Disclosure Agreement 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 a Designated Officer of the Continuing Disclosure Agreement. Section 11. The Board of Directors hereby approves the refunding of a portion of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the Prior Fiscal Agent Agreement and the Escrow Agreement between the Authority and U.S. Bank National Association, as Escrow Bank. The Board of Directors hereby approves the Escrow Agreement in the form presented to the Board of Directors at this meeting. The Designated Officers, each acting alone, are hereby authorized, for and in the name of and on behalf of the Authority, to execute and deliver the Escrow Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Designated Officer executing the Escrow Agreement upon consultation with the Authority's General Counsel and Bond Counsel, ' the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Escrow Agreement. The Secretary is hereby authorized and directed to countersign the Escrow Agreement. Section 12. 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 13. 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 a Designated Officer, which instructions each Designated Officer, acting alone, is hereby authorized, 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 14. The Designated Officers, each acting alone, are hereby authorized to provide to U.S. Bank National Association, in its capacity as fiscal agent for the Prior Bonds, direction to provide a notice of redemption of the Prior Bonds conditioned upon the issuance of the Bonds and of a series of special tax bonds by the Authority for its TPFA Resos 17-02 4 Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), with said ' redemption to occur on March 1, 2017, said conditional notice of redemption to be in a form provided by Bond Counsel. Section 15. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and Disclosure Counsel to the Authority for the Bonds. The Executive Director is hereby authorized to execute an agreement with said firm for its services in connection with the Bonds, provided that the compensation payable to said firm is payable solely from the proceeds, and wholly contingent upon the issuance, of the Bonds. Section 16. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds and the refunding of the Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority (including the Designated Officers and the Secretary) 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 (including but not limited to those related to bond insurance and a reserve fund surety bond for the Bonds) which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. ' Section 17. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 24th day of January, 2017. Maryann Edwards, Chair ATTES Ran Secretary [SEAL] TPFA Resos 17-02 5 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 17-02 was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 24th day of January, 2017, by the following vote: AYES: 3 BOARD MEMBERS: Rahn, Stewart, Edwards NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 2 BOARD MEMBERS: Comerchero, Naggar Randi Johl, Secretary TPFA Resos 17-02 6