WEST PATTERSON FINANCING AUTHORITY
RESOLUTION NO. 2024-01
RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS
FOR AND ON BEHALF OF THE WEST PATTERSON FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2018-1 (VILLAGES OF
PATTERSON), APPROVING AND DIRECTING THE EXECUTION OF
SUPPLEMENT NO. 1 TO FISCAL AGENT AGREEMENT, APPROVING THE
FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF
SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND
ACTIONS
RESOLVED by the Board of Directors (the “Board”) of the West Patterson Financing Authority (the “Authority”), Stanislaus County, State of California, that:
WHEREAS, this Board has conducted proceedings under and pursuant to the MelloRoos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and WHEREAS, the Board, as legislative body of the District, previously authorized the issuance of special tax bonds of the Authority for the District in the maximum aggregate principal amount of not to exceed $90,000,000 (the “Bond Authorization”); and WHEREAS, the Authority previously issued for and on behalf of the District, the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2021 (the “2021 Bonds”), in the initial principal amount of $4,465,000, which 2021 Bonds constituted the first series of bonds issued pursuant to the Bond Authorization; and
WHEREAS, Authority now desires to issue the second series of the special tax bonds pursuant to the Bond Authorization, as described in more detail herein (the “Bonds”); and WHEREAS, there has been submitted to the Board a Supplemental Agreement No. 1 to Fiscal Agent Agreement (the “Supplemental Agreement”), which will supplement and amend the Fiscal Agent Agreement, dated as of October 1, 2021 (as so supplemented, the “Fiscal Agent Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as successor fiscal agent, providing for the issuance of the Bonds of the Authority for the District, and the Board, with the aid of Authority staff, has reviewed the Supplemental Agreement and found it to be in proper order, and now desires to approve the Supplemental Agreement and the issuance of the Bonds; and
WHEREAS, the Authority proposes to sell the Bonds to Hilltop Securities, Inc., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the Authority and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Board, with the aid of - 2 -
Authority staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, 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, including the Act.
NOW THEREFORE BE IT RESOLVED as follows:
1. Recitals. The foregoing recitals are all true and correct.
2. Findings. This Board finds and determines that it is prudent in the management and development of land in the Authority and the District to issue the Bonds, secured on parity with the 2021 Bonds, for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.
3. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.
4. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the Authority for the District designated as “West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024” in an aggregate principal amount not to exceed $12,000,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.
The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the Authority for the purpose of determining such value, is at least three (3) times the proposed principal amount of the outstanding bonds plus the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District.
5. Supplemental Agreement. The Board hereby approves the Supplemental Agreement in the form presented to the Board at this meeting. The Executive Director, Treasurer or such other person or persons as any of them may designate (each, an “Authorized Officer”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Supplemental Agreement, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the Authority (“Bond Counsel”). The proceeds of the Bonds shall be applied by the Authority for the purposes and in the amounts as set forth in the Supplemental Agreement. The Board hereby authorizes the delivery and performance by the Authority of the Supplemental Agreement and the Fiscal Agent Agreement.
6. Covenant to Foreclose. The Authority hereby covenants, for the benefit of the owners of the Bonds, 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 - 3 -
interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.
7. Approval of Official Statement and Continuing Disclosure Undertaking.
The Board hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the Secretary. Distribution of the Preliminary Official Statement by the Authority and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the Authority, 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 the Authorized Officer executing the same, 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, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the Authority, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking, the form of which is included as part of the Preliminary Official Statement, in substantially such form, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
8. Approval of Bond Purchase Agreement. The Board hereby approves the Bond Purchase Agreement between the Authority and the Underwriter, in substantially the form on file with the Secretary; provided, that the aggregate principal amount of Bonds shall not exceed $12,000,000 or result in an underwriter’s discount in excess of 1.00%, or a true interest cost in excess of 6.00%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Board hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.
9. Actions Authorized. All actions heretofore taken by the officers, employees 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 Authorized 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 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. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.
10. Effective Date. This Resolution shall take effect upon its adoption. * * * * *
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PASSED AND ADOPTED by the Board of Directors of the West Patterson Financing Authority on the 16th day of January 2024, by the following roll call vote:
AYES:
NOES:
EXCUSED:
__________________________________
Michael Clauzel, Chair
ATTEST:
Aracely Alegre, Secretary
I hereby certify that the foregoing is a full, correct and true copy of a resolution passed by the West Patterson Financing Authority Board of Directors of the City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a meeting held on the 16 th day of
January 2024, and I further certify that said resolution is in full force and effect and has never been rescinded or modified.
DATED:
____________________________________
Secretary of the West Patterson Financing
Authority Board of Directors of the City of
Patterson