HomeMy WebLinkAboutReso 116-23 Authorizing the Issuance of Special Tax Bonds for and on Behalf of The City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5...
Reso. No. 116-23, Item 7.1, Adopted 11/07/2023 Page 1 of 4
RESOLUTION NO. 116 – 23
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF
THE CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN
CROSSING), IMPROVEMENT AREA NO. 5; APPROVING THE FORM AND AUTHORIZING
THE EXECUTION OF A FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A
CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING THE SALE AND
DELIVERY OF SPECIAL TAX BONDS PURSUANT TO SAID PURCHASE CONTRACT;
APPROVING THE FORM AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT
AND THE PREPARATION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT TO
BE DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AND APPROVING
EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND TAKING OF ACTIONS AS
NECESSARY TO IMPLEMENT THE ISSUANCE, SALE AND DELIVERY OF THE BONDS
WHEREAS, the City Council (the “City Council”) of the City of Dublin (the “City”) has
previously conducted proceedings under and pursuant to the Mello-Roos Community Facilities
Act of 1982, as amended (the “Act”), to form the City of Dublin Community Facilities District No.
2015-1 (Dublin Crossing) (“CFD No. 2015-1”) and a “Future Annexation Area” which has been
the subject of annexations into CFD No. 2015-1 from time to time, to authorize the levy of special
taxes upon the land within prescribed improvement areas of CFD No. 2015-1 (the “Special
Taxes”), and to issue special tax bonds for the improvement areas of CFD No. 2015-1 secured
thereby for the purpose of financing all or a portion of the cost and expense of certain authorized
public capital facilities and capital facility impact fees (the “Authorized CFD Public
Improvements”); and
WHEREAS, Resolution No. 96-15, adopted by the City Council on June 2, 2015 (the
“Resolution of Formation”), among other things, authorized the financing of the Authorized CFD
Public Improvements via the levy of the Special Taxes upon the taxable property within each of
five improvement areas of CFD No. 2015-1 (including Improvement Area No. 5); and
WHEREAS, the owners of all the land in Improvement Area No. 5 of CFD No. 2015-1 have
delivered to the City the unanimous approvals required to officially annex Improvement Area No.
5 into CFD No. 2015-1, to levy the Special Tax within Improvement Area No. 5 and to incur bonded
indebtedness for Improvement Area No. 5 in the maximum principal amount of $25,515,000; and
WHEREAS, by this Resolution (this “Resolution”), in order to provide financing for a portion
of the costs and expenses of Authorized CFD Public Improvements, the City Council, acting on
behalf of CFD No. 2015-1, desires to provide for the issuance, sale and delivery of its City of
Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5
Special Tax Bonds, Series 2023 (the “2023 Bonds”); and
WHEREAS, there has been submitted to the City Council for consideration at this meeting
forms of the following documents:
(a) a Fiscal Agent Agreement (the “Fiscal Agent Agreement”), between the City, for and
on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing) Improvement Area No. 5, and U.S. Bank Trust Company, National
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Reso. No. 116-23, Item 7.1, Adopted 11/07/2023 Page 2 of 4
Association, as fiscal agent (the “Fiscal Agent”), providing for the issuance,
execution, delivery and administration of the 2023 Bonds upon the security of and
payable solely from the proceeds of the Special Taxes levied in Improvement Area
No. 5 and certain prescribed portions of the proceeds of sale of the 2023 Bonds;
(b) a Purchase Contract (the “Purchase Contract”), between the City and Piper Sandler
& Co., as underwriter (the “Underwriter”), providing for the sale by the City and the
purchase by the Underwriter of the 2023 Bonds;
(c) a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), by
which the City agrees to provide an annual report providing certain information
relating to the 2023 Bonds as described therein; and
(d) a Preliminary Official Statement (the “Preliminary Official Statement”), providing
certain information about the City, CFD No. 2015-1, Improvement Area No. 5, and
the owners and developers of the property in Improvement Area No. 5 to enable
prospective purchasers of the 2023 Bonds to make an informed investment
decision; and
WHEREAS, the City Council wishes by this Resolution to approve the forms of the Fiscal
Agent Agreement, Purchase Contract and Continuing Disclosure Certificate and to authorize the
City Manager, Assistant City Manager and Finance Director (each, an “Authorized Officer”), each
acting individually or together, to execute and deliver each such document, subject to such
modifications as the Authorized Officer executing the same, in his or her sole discretion deems
appropriate following consultation with the City Attorney or Bond Counsel, Municipal Advisor or
Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds; and
WHEREAS, the City Council further wishes by this Resolution to approve the Preliminary
Official Statement and to authorize and direct the delivery thereof to the Underwriter, subject to
such modifications as the Authorized Officer executing the same, in his or her sole discretion
deems appropriate following consultation with the City Attorney or the Disclosure Counsel,
Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds,
and to authorize and direct the preparation, execution and delivery of a final Official Statement to
be derived therefrom; 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 2023 Bonds as contemplated by
this Resolution and the execution and delivery of 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. Without limiting the generality of the foregoing, the City
Council hereby finds and determines that the 2023 Bonds and the authorized applications of the
proceeds of sale thereof are in compliance with the City’s Local Goals and Policies Concerning
Use of the Mello-Roos Community Facilities Act of 1982.
NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin
hereby finds, determines and resolves as follows:
Section 1. The foregoing recitals are true and correct, and the City Council hereby so finds
and determines.
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Section 2. The City Council hereby authorizes the issuance of the 2023 Bonds pursuant to
the Act, this Resolution and the Fiscal Agent Agreement in an aggregate principal amount to be
set forth in the Purchase Contract, subject to the limitations provided in Section 4 hereof. The
2023 Bonds shall be issued as the “City of Dublin Community Facilities District No. 2015-1 (Dublin
Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023,” or similar designation. The
2023 Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal
Agent Agreement.
Section 3. The City Council hereby approves the Fiscal Agent Agreement, the Purchase
Contract and the Continuing Disclosure Certificate in the respective forms presented. Each
Authorized Officer is hereby authorized and directed to execute each of these three agreements,
for and in the name and on behalf of the City, subject to such modifications as the Authorized
Officer executing the same, in his or her sole discretion deems appropriate following consultation
with the City Attorney or the Bond Counsel, Municipal Advisor or Special Tax Consultant to the
City for CFD No. 2015-1 and the 2023 Bonds. The City Council hereby authorizes the
performance by the City and its officers and employees of the duties and obligations imposed
upon the City and its officers and employees under the terms of each of the three agreements.
Without limiting the generality of the foregoing, the City shall coordinate with the Fiscal Agent to
apply the proceeds of the 2023 Bonds for the purposes and in the amounts as set forth in the
Fiscal Agent Agreement.
Section 4. Each Authorized Officer is hereby authorized and directed to accept the offer of
the Underwriter to purchase the 2023 Bonds as set forth in the Purchase Contract, as executed
by the Underwriter and by the Authorized Officer executing the same, for and in the name and on
behalf of the City; provided, that (a) the aggregate principal amount of the 2023 Bonds shall not
exceed $18,750,000, which is the maximum authorized indebtedness limit for Improvement Area
No. 5 of CFD 2015-1, and (b) the Underwriter’s discount on the 2023 Bonds does not exceed
0.95% of the par amount, and the true interest cost does not exceed 7.25%. As required by
Section 53345.8 of the Act, the City Council finds and determines that the value of the real
property subject to the special tax in Improvement Area No. 5 of CFD 2015-1 is at least three
times the maximum principal amount of the 2023 Bonds to be issued under the Fiscal Agent
Agreement and the principal amount of all other bonds that are secured by a special tax levied
pursuant to the Act or a special assessment on property within Improvement Area No. 5. The
City Council further finds and determines that the sale of the 2023 Bonds to the Underwriter by
negotiated sale will result in a lower overall interest cost to the City and Improvement Area No. 5
of CFD 2015-1.
Section 5. The City Council hereby approves the Preliminary Official Statement in the form
presented. Each Authorized Officer is hereby authorized and directed to approve changes to the
Preliminary Official Statement prior to its dissemination to the Underwriter and prospective
investors, and to execute and deliver a final Official Statement (the “Official Statement”) to be
derived from the Preliminary Official Statement, for and in the name and on behalf of the City, with
such changes or additions thereto as the Authorized Officer executing the same, in his or her sole
discretion deems appropriate following consultation with the City Attorney or the Disclosure
Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the
2023 Bonds. The City Council hereby authorizes the Underwriter to distribute copies of said
Preliminary Official Statement to persons who may be interested in the purchase of the 2023
Bonds and to deliver copies of the Official Statement to all actual purchasers of the 2023 Bonds.
Each Authorized Officer is hereby authorized and directed to execute a certificate or certificates
to the effect that the Preliminary Official Statement is deemed “final” for purposes of Rule 15c2-
12 of the Securities Exchange Act of 1934 as of its date of distribution.
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Reso. No. 116-23, Item 7.1, Adopted 11/07/2023 Page 4 of 4
Section 6. The City hereby covenants, for the benefit of the owners of the 2023 Bonds, to
commence and diligently pursue to completion any foreclosure action regarding delinquent
installments of any amount levied as a Special Tax within Improvement Area No. 5 for the payment
of interest or principal of the 2023 Bonds, said foreclosure action to be commenced and pursued
as more completely set forth in the Fiscal Agent Agreement.
Section 7. The 2023 Bonds, when executed by the prescribed officers of the City, shall be
delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed
to authenticate the 2023 Bonds by executing the Fiscal Agent’s certificate of authentication and
registration appearing thereon, and to deliver the 2023 Bonds, when duly executed and
authenticated, to the Underwriter in accordance with written instructions executed on behalf of the
City by an Authorized Officer, which instructions each Authorized Officer is hereby authorized, for
and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such
instructions shall provide for the delivery of the 2023 Bonds to the Underwriter or its designee in
accordance with the Purchase Contract, upon payment of the purchase price therefor.
Section 8. All actions heretofore taken by the officers and agents of the City with respect
to the establishment of CFD No. 2015-1 and the annexation and designation of certain land therein
as Improvement Area No. 5, the establishment of the maximum authorized indebtedness limit and
appropriations limit for Improvement Area No. 5, and the sale and issuance of the 2023 Bonds
are hereby approved, confirmed and ratified, and each Authorized Officer is 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 he or she may deem necessary or advisable
in order to consummate the lawful issuance and delivery of the 2023 Bonds in accordance with
this Resolution, and any certificate, agreement, and other document described in the documents
herein approved. Any document herein approved and executed and delivered by an Authorized
Officer shall be a valid and binding agreement of the City.
Section 9. This Resolution shall take effect upon its adoption.
PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following
vote:
AYES: Councilmembers Hu, Josey, McCorriston, Qaadri and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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