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RESOLUTION NO. _____
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RIALTO, ACTING AS THE LEGISLATIVE BODY OF CITY OF
RIALTO COMMUNITY FACILITIES DISTRICT NO. 2020- 1 (EL
RANCHO VERDE ), AUTHORIZING THE ISSUANCE OF THE
CITY OF RIALTO COMMUNITY FACILITIES DISTRICT NO.
2020-1 (EL R ANCHO VERDE ) SPECIAL TAX BONDS, SERIES
2023, AND THE EXECUTION AND DELIVERY OF A FISCAL
AGENT AGREEMENT, A CONTINUING DISCLOSURE
AGREEMENT, AND A BOND PURCHASE AGREEMENT;
APPROVING A PRELIMINARY OFFICIAL STATEMENT AND A
FINAL OFFICIAL STATEMENT; AND AUTHORIZING CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council (the “Council”) of the City of Rialto (the “City”) has conducted proceedings under and pursuant to the Mello- Roos Community Facilities Act of 1982, as amended (the “Act”), to f orm the City of Rialto Community Facilities District No. 2020- 1 (El Rancho Verde ) (the “CFD”), to authorize the levy of special taxes upon the land within the CFD, and to issue bonds secured by said special taxes, the proceeds of which are to be used to finance the purchase, construction, expansion or rehabilitation of certain real and other tangible property with an estimated useful life of five years or longer, including public infrastructure facilities and other government facilities (including related capital fees), which are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the CFD (the “Facilities”); and WHEREAS, the Council, acting as the legislative body of the CFD, intends to authorize the issuance of the initial series of bonds designated “City of Rialto Community Facilities District No. 2020- 1 (El Rancho Verde) Special Tax Bonds, Series 2023” (the “Bonds”); and WHEREAS, the Bonds are to be issued pursuant to the Act and a Fiscal A gent Agreement (the “Fiscal Agent Agreement”), by and between the CFD and U.S. Bank Trust Company, National Association (the “Fiscal Agent”); and
WHEREAS, in accordance with Government Code Section 53360.4, the legislative body of the CFD determines that a negotiated sale of the Bonds to Piper Sandler & Co. (the “Underwriter”) in accordance with the terms of a bond purchase agreement (the “Bond Purchase Agreement”) to be entered into by the CFD and the Underwriter, the proposed form of which is on file with the City Clerk of the City, will result in a lower overall cost to the CFD than a public sale; and WHEREAS, Stephen G. White, MAI, a state-certified real estate appraiser, as defined in Section 11340 of the California Business and Professions Code, has delivered to the City an appraisal report, dated
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August 2, 2023 (the “Appraisal”), which was made in a manner consistent with the City’s policies for community facilities district financings; and
WHEREAS, the City’s Goals and Policies for CFDs provide that unless otherwise specifically approved by the Council as provided in Section 53345.8(b) or (c) of the Act, the district property value - to-lien ratio shall be at least 3:1 after calculating the value of the public facilities to be financed, and considering any prior or pending special taxes or assessment liens; and WHEREAS, Government Code Section 53345.8(a) of the Act provides that the legislative body may sell bonds pursuant to the Act only if it determines prior to the award of sale of the bonds 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 sum of the following: 1) the principal amount of the bonds to be sold, and 2) the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the community facilities district or a special assessment levied on property within the community facilities district; and WHEREAS, the Appraisal states the value of the real property that is subject to the special tax to pay debt service on the Bonds is $210,630,000, which is not less than three times the sum of the maximum principal amount of the Bonds ($20,000,000) plus the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment on property within the CFD ($0), the sum of those two numbers being $20,000,000; and WHEREAS, it is proposed that the CFD and the Fiscal Agent enter into the Fiscal Agent Agreement, the proposed form of which is on file with the City Clerk of the City; and WHEREAS, to fulfill the requirements of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”), the CFD will enter into a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”), with respect to the Bonds, whereby the CFD will agree to provide annual disclosure reports and notices of certain enumerated events pursuant to the Rule; and
WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) (“SB 450”) requires that the governing body of a public body obtain prior to authorizing the issuance of bonds with a term greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third
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parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and
WHEREAS, there have been presented at this meeting the proposed forms of the following documents:
a) the Fiscal Agent Agreement;
b) the Continuing Disclosure Agreement;
c) the Preliminary Official Statement; and
d) the Bond Purchase Agreement; and
WHEREAS, the Council, acting as the legislative body of the CFD, has reviewed the above - referenced documents related to the issuance of the Bonds, which documents are on file with the City Clerk of the City of Rialto; 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 said 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 Act.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RIALTO, ACTING AS
THE LEGISLATIVE BODY OF THE CITY OF RIALTO COMMUNITY FACILITIES DISTRICT NO. 2020-1 (EL RANCHO VERDE), DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
1. The Council hereby finds and determines that the foregoing recitals are true and correct.
2. The Council hereby authorizes the issuance of the Bonds in an amount not to exceed $20,000,000 for the purpose of financing t he Facilities, funding capitalized interest, if any, funding of a debt service reserve account, if requested, and paying costs of issuance related to the Bonds.
3. The Fiscal Agent Agreement, in substantially the form on file with the City Clerk of the City a nd presented to the Council at this meeting, is hereby approved. Any one of the Mayor, the City Manager or the Finance Director of the City, or their respective designees (each, an “Authorized
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Officer”), is hereby authorized and directed, for and in the na me and on behalf of the CFD, to execute and deliver the Fiscal Agent Agreement in substantially the form on file, with such revisions, amendments and completions as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution.
4. The Preliminary Official Statement, in substantially the form on file with the City Cler k of the City and presented to the Council at this meeting, is hereby approved with such revisions, amendments and completions as may be approved by an Authorized Officer in order to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2- 12(b)(1) of Title 17 of the Code of Federal Regulations (the “Rule”). Any Authorized Officer is authorized and directed, for and in the name and on behalf of the CFD, to execute and deli ver a certificate relating to the finality of the Preliminary Official Statement under the Rule. Any Authorized Officer is authorized and directed, for and in the name and on behalf of the CFD, to execute and deliver the final Official Statement in substa ntially the form hereby approved, with such additions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof.
5. The Continuing Disclosure Agreement, in substantially the form on file with the City Clerk of the City and presented to the Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the CFD, to execute and deliver the Continuing Disclosure Agreement in substantially the form on file, with such revisions, amendments and completions as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution.
6. The 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 or special assessment levied pursuant to law within the CFD.
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7. The CFD hereby authorizes and directs that the Bonds be sold on a negotiated basis to the Underwriter. Any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the CFD, to undertake all appropriate steps to implement the sale of the Bonds. The total principal amount of the Bonds shall not exceed $20,000,000. The true interest cost for the Bonds shall not exceed 6.00% per annum, the Underwriter’s discount or fee (excluding any original issue discount) shall not exceed 1.50% of the original principal amount of the Bonds and the final maturity of the Bonds shall not exceed 35 years. The Bond Purchase Agreement, in substantially the form on file with the City Clerk of the City and presented to the Council at this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the CFD, to execute and deliver the Bond Purchase Agreement, with such additions and changes as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution.
8. In accordance with SB 450, good faith estimates of the following are set forth in an exhibit to the staff report for this action: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds.
9. Each Authorized Officer, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City and the CFD, with the concurrence of the City Attorney, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the sale of the Bonds, procurement of municipal bond insurance and/or a reserve surety, if necessary or desirable, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, terminations, warrants and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the Bonds and the transactions as described herein.
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10. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the City with respect to the issuance, delivery and sale of the Bonds or in connection with or related to any of the agreements referred to herein, are hereby approved, confirmed and ratified.
11. This Resolution shall become effective immediately upon adoption.
12. The City Clerk shall certify to the adoption of this Resolution. Notwithstanding the foregoing, such certification and any of the other duties and responsibilit ies assigned to the City Clerk pursuant to this Resolution may be performed by a Deputy City Clerk with the same force and effect as if performed by the City Clerk hereunder.
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PASSED APPROVED AND ADOPTED this _____ day of ____________, 2023.
_______________________________
Deborah Robertson, Mayor
ATTEST:
______________________________
BARBARA McGEE, City Clerk
APPROVED AS TO FORM:
______________________________
ERIC VAIL, City Attorney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
CITY OF RIALTO )
I, Barbara McGee, City Clerk of the City of Rialto, do hereby certify that the foregoing Resolution No.____ was duly passed and adopted at a regular meeting of the City Council of the City of Rialto held on the ____ day of ______________, 2023.
Upon motion of Council Member ____________, seconded by Council Member ____________, the foregoing Resolution No. ____ was duly passed and adopted.
Vote on the motion:
AYES:
NOES:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and the Official Seal of the City of Rialto this _____ day of _________________, 2023.
____________________________________
BARBARA McGEE, CITY CLERK