RESOLUTION NO. ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FULLERTON, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF SPECIAL TAX BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 3 THE PINES AT SUNRISE VILLAGE AND APPROVING RELATED DOCUMENTS AND ACTIONS THE CITY COUNCIL OF THE CITY OF FULLERTON, STATE OF CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND ORDERS AS FOLLOWS:
1. Authority; District Formation. On August 15, 2023, the City Council (the “City Council”) of the City of Fullerton (the “City”) completed proceedings under the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), to form the “City of Fullerton Community Facilities District No. 3 (The Pines at Sunrise Village)” (the “CFD”), and in September 2023 the City Council adopted an ordinance levying special taxes upon the land within the CFD. Under these proceedings, the City is authorized to issue bonds secured by those special taxes in order to finance or refinance certain public improvements (the “Facilities”), all as described in those proceedings.
2. Financing Plan. In order to provide financing for the Facilities, the City wishes to provide for the issuance of a series of special tax bonds on behalf of the CFD, which will be designated “City of Fullerton Community Facilities District No. 3 (The Pines at Sunrise Village) 2026 Special Tax Bonds” (the “Bonds”), and there have been submitted to the City Council certain documents described below providing for the issuance and sale of the Bonds and the use of the proceeds of those Bonds, and the City Council with the aid of its staff, has reviewed the documents and found them to be in proper order.
3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement (as defined below), the City hereby authorizes the issuance of the Bonds, which shall be dated, shall bear interest at the rates, shall mature on the dates, shall be issued in the form, shall be subject to redemption, and shall otherwise be issued on the terms and conditions, all as set forth in the Fiscal Agent Agreement (as defined below) and in accordance with this Resolution; provided, however, that (i) the principal amount of the Bonds may not exceed $9,500,000, (ii) the true interest cost with respect to the Bonds may not exceed 6.00% per annum, and (iii) the underwriter’s discount with respect to the Bonds may not exceed 1.25%. The Fiscal Agent (as defined below), an Authorized Officer (as defined below), and other responsible officers of the City are hereby authorized and directed to take such actions as are required to cause the delivery of the Bonds upon receipt of the purchase price thereof.
4. Findings. The City hereby finds that the issuance of the Bonds is in compliance with the Act, the Fiscal Agent Agreement, and the City’s Amended and Restated Local Goals and Policies for Community Facilities Districts (the “Goals and Policies”), and that 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 the 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 Act.
Specifically, the City finds and determines that a waiver of the requirement for an absorption study under the Goals and Policies is appropriate in connection with the issuance of the Bonds based on the progress to date in the construction and sales of homes within the CFD to end users. The City further finds and determines, pursuant to the Goals and Policies and Section 53345.8 of the Act, that the value of the real property subject to the Special Taxes levied to pay debt service on the Bonds is at least three times the aggregate principal amount of the Bonds and of all other bonds outstanding that are secured by a special tax or assessment levied on property within the CFD, based upon an appraisal of the property within the CFD that was prepared in accordance with Section 53345.8 of the Act.
5. Authorities Granted. The Mayor, City Manager, Director of Administrative Services, any interim or acting City Manager or Director of Administrative Services, or such other official of the City as may be designated by such officer pursuant to this Resolution (each, an “Authorized Officer”) is hereby authorized and directed to execute and deliver the documents approved herein in substantially the form on file with the Clerk, together with such additions or changes as are approved by such Authorized Officer, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by an Authorized Officer of the documents herein specified.
6. Fiscal Agent Agreement. The City Council hereby approves the form of the Fiscal Agent Agreement by and between the City, for and on behalf of the CFD, and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent Agreement”) in substantially the form on file with the Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer upon consultation with counsel. The terms and provisions of the Fiscal Agent Agreement, as executed, are incorporated herein by this reference as if fully set forth herein. Any Authorized Officer is hereby authorized and directed to execute the Fiscal Agent Agreement on behalf of the City.
7. Negotiated Sale of Bonds; Bond Purchase Agreement. The City Council hereby approves the negotiated sale of the Bonds to the Underwriter. The City Council hereby approves the Bond Purchase Agreement (the “Purchase Agreement”) between the City, for and on behalf of the CFD, and the Underwriter, in substantially the form on file with the Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer upon consultation with counsel. Any Authorized Officer is hereby authorized and directed to execute and deliver the Purchase Agreement in such form, together with such changes, insertions and omissions which are approved by an Authorized Officer and which are in accordance with the provisions of this Resolution, such execution to be conclusive evidence of such approval; subject to the requirement that the principal amount, true interest cost and Underwriter’s discount may not exceed the maximum parameters specified above. The City Council hereby approves the negotiated sale of the Bonds to the Underwriter pursuant to such Purchase Agreement and determines that a negotiated sale will result in a lower overall cost.
8. Official Statement. The City Council hereby approves the Preliminary Official Statement describing the Bonds in substantially the form on file with the Clerk, with such additions and such changes therein as an Authorized Officer may approve. Distribution of the Preliminary Official Statement by the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, each Authorized Officer is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by any Authorized Officer upon consultation with counsel, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer is authorized and directed to execute the final Official Statement for and on behalf of the City and to deliver to the Underwriter for the Bonds a certificate with respect to the information set forth therein.
9. Continuing Disclosure Certificate. The City Council hereby approves the form of the Continuing Disclosure Certificate attached to the Preliminary Official Statement on file with the Clerk, with such additions and such changes therein as an Authorized Officer may approve. Each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver said Continuing Disclosure Certificate in substantially the form on file with the Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer upon consultation with counsel.
10. Appointment of Professionals. The appointment of the following professionals is hereby confirmed: Jones Hall LLP, as bond counsel and disclosure counsel; Urban Futures, Inc., as municipal advisor; and U.S. Bank Trust Company, National Association, as fiscal agent.
11. Actions Authorized. The Authorized Officers and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, instructions and other documents, which 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, including but not limited to any actions related to a request for a municipal bond rating for the Bonds, any actions relating to an application for municipal bond insurance or a reserve fund insurance policy with respect to the Bonds, and any certificate, agreement, and other document described in the documents herein approved. All actions previously taken by the Authorized Officers and other officers and agents of the City with respect to the establishment of the CFD, and the sale and issuance of the Bonds, are hereby approved, confirmed and ratified. All actions to be taken by an Authorized Officer may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.
12. Effectiveness. This Resolution shall take effect from and after its adoption. The provisions of any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of the Bonds as herein described are hereby repealed.
ADOPTED BY THE FULLERTON CITY COUNCIL on __________, 2026.
Fred Jung, Mayor
ATTEST:
Lucinda Williams, MMC, City Clerk
Date:
EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided in good faith to the City by the Underwriter and Municipal Advisor:
(A) True interest cost of the Bonds: 5.26%
(B) Finance charge of the Bonds (sum of all costs of issuance and fees/charges paid to third parties): $300,000 (C) Net proceeds to be received (net of finance charges, reserves and capitalized interest, if any): $7,099,172 (D) Total payment amount through maturity: $17,380,241 -5-