23-1340RESOLUTION NO. 23-1340
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY
FACILITIES DISTRICT NO. 2022-1 (QUARTZ RANCH) OF THE CITY OF
MENIFEE AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX BONDS,
SERIES 2023A IN A PRINCIPAL AMOUNT NOT TO EXCEED THIRTEEN
MILLION DOLLARS ($13,000,000) AND APPROVING CERTAIN DOCUMENTS
AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City Council (the "City Council") of the City of Menifee (the "City"), has
heretofore undertaken proceedings to establish Community Facilities District No. 2022-1
(Quartz Ranch) of the City of Menifee (the "District") and declared the necessity to issue bonds
on behalf of the District pursuant to the terms and provisions of the Mello -Roos Community
Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the
Government Code of the State of California (Act); and
WHEREAS, pursuant to Resolution Nos. 22-1150 and 22-1151 adopted by the
legislative body of the District on May 18, 2022, certain bond propositions were submitted to the
qualified electors within the District, and were approved by more than two-thirds of the votes
cast at the election held on May 18, 2022; and
WHEREAS, the legislative body of the District desires to issue a first series of bonds for
the District at this time under the Act to finance certain public facilities the District is authorized
to finance (the "Facilities"); and
WHEREAS, the District desires to finance certain Facilities through the issuance of
bonds in an aggregate principal amount not to exceed $13,000,000 designated as the
"Community Facilities District No. 2022-1 (Quartz Ranch) of the City of Menifee Special Tax
Bonds, Series 2023A" (the "Bonds"); and
WHEREAS, in order to effect the issuance of the Bonds, the District desires to enter into
various agreements and approve certain documents in substantially the forms presented herein;
and
WHEREAS, based on the appraisal of real property prepared by Kitty Siino &
Associates, Inc. (the "Appraisal') of property within the District, the value of the real property in
the District subject to the special tax to pay debt service on the Bonds is more than three times
the sum of the principal amount of the Bonds and the principal amount of all other bonds
outstanding that are secured by a special tax levied pursuant to the Act or a special assessment
levied on property within the District as calculated in the manner set forth in Section 53345.8(a)
of the Act; and
WHEREAS, the City Council has determined in accordance with Section 53360.4 of the
Act that a negotiated sale of the Bonds to Stifel, Nicolaus & Company, Incorporated (the
"Underwriter") in accordance with the terms of the Bond Purchase Agreement for the Bonds to
be entered into by the District and the Underwriter (the "Bond Purchase Agreement") approved
as to form by this City Council herein will result in a lower overall cost to the District than a
public sale; and
Resolution Authorizing Issuance of Special Tax Bonds CFD No. 2022-1 (Quartz Ranch)
WHEREAS, the District has determined to adopt the City's Debt Management Policy as
the debt management policy of the District.
NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO.2022-1 (QUARTZ RANCH) OF THE CITY OF
MENIFEE, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOW:
Section 1. Each of the above recitals is true and correct.
Section 2. The issuance of the Bonds is hereby authorized in an aggregate principal amount
not to exceed $13,000,000, with the exact principal amount to be determined by
the official signing the Bond Purchase Agreement in accordance with Section 5
below. The City Council hereby determines that it is prudent in the management
of the District's fiscal affairs to issue the Bonds. The Bonds shall mature on the
dates and pay interest at the rates set forth in the Bond Purchase Agreement to
be executed on behalf of the District in accordance with Section 5 hereof. All
other provisions of the Bonds shall be governed by the terms and conditions of
the Bond Indenture (the "Indenture"), which Indenture is hereby approved in
substantially the form on file with the City Clerk, with such additions thereto and
changes therein (including, but not limited to, changes in the amount to be
maintained in the Reserve Account (as defined in the Indenture) as the officer or
officers executing the same deem necessary to enhance the security for the
Bonds, to cure any ambiguity or defect therein, to insert the offering price(s),
interest rate(s), selling compensation, principal amount per maturity, redemption
dates and prices and such other related terms and provisions as limited by
Section 5 hereof or to conform any provisions therein to the Bond Purchase
Agreement or the Official Statement delivered to the Underwriter of the Bonds.
Approval of such changes shall be conclusively evidenced by the execution and
delivery of the Indenture by one of the following: the Mayor, the City Manager,
Assistant City Manager, the Deputy City Manager, Chief Financial Officer (or any
acting or interim of such positions) or their written designees (each, an
"Authorized Officer" and collectively, the "Authorized Officers"), each of whom is
authorized to execute the Indenture. Capitalized terms used in this Resolution
which are not defined herein have the meanings ascribed to them in the
Indenture.
Section 3. The Bonds shall be executed on behalf of the District by the manual or facsimile
signature of the Mayor of the City or his or her written designee and be attested
by the manual or facsimile signature of the City Clerk. Wilmington Trust, National
Association is hereby appointed to act as trustee, registrar and transfer agent for
the Bonds.
Section 4. The covenants set forth in
Section 2 above are hereby
City Council and shall be
Indenture shall constitute a
Bonds.
the Indenture to be executed in accordance with
approved, shall be deemed to be covenants of the
complied with by the District and its officers. The
contract between the District and the Owners of the
Section 5. The form of the Bond Purchase Agreement presented at this meeting is hereby
approved and each of the Authorized Officers is hereby authorized to execute the
Bond Purchase Agreement, with such additions thereto and changes therein
2
Resolution Authorizing Issuance of Special Tax Bonds CFD No. 2022-1 (Quartz Ranch)
relating to dates and numbers as are necessary to conform the Bond Purchase
Agreement to the dates, amounts and interest rates applicable to the Bonds as of
the sale date. Approval of such additions and changes shall be conclusively
evidenced by the execution and delivery of the Bond Purchase Agreement by
one or more of such Authorized Officers; provided, however, that the Bond
Purchase Agreement shall be signed only if the Underwriter's discount does not
exceed 1.30% of the principal amount of the Bonds and only if the true interest
cost on the Bonds does not exceed 5.75%. Each of the Authorized Officers is
authorized to determine the day on which the Bonds are to be priced in order to
attempt to produce the lowest borrowing cost for the District and may reject any
terms presented by the Underwriter if determined not to be in the best interest of
the District.
Section 6. The form of the Continuing Disclosure Certificate presented at this meeting is
hereby approved and each of the Authorized Officers is hereby authorized and
directed to execute the Continuing Disclosure Certificate in the form hereby
approved, with such additions therein and changes thereto as the officer or
officers executing the same deem necessary to cure any defect or ambiguity
therein, with such approval to be conclusively evidenced by the execution and
delivery of such certificate.
Section 7. The form of the Preliminary Official Statement presented at this meeting is
hereby approved and the Underwriter is hereby authorized to distribute the
Preliminary Official Statement to prospective purchasers of the Bonds in the form
hereby approved, together with such additions thereto and changes therein as
are determined necessary by the Authorized Officers to make such Preliminary
Official Statement final as of its date for purposes of Rule 15c2-12 of the
Securities and Exchange Commission. Each of the Authorized Officers is hereby
authorized to execute a final Official Statement in the form of the Preliminary
Official Statement, together with such changes as are determined necessary by
the Authorized Officers, to make such Official Statement complete and accurate
as of its date. The Underwriter is further authorized to distribute the final Official
Statement for the Bonds and any supplement thereto to the purchasers of the
Bonds upon the execution of the final Official Statement as described above.
Section 8. In accordance with the requirements of Section 53345.8 of the Act, based on the
Appraisal, the legislative body of the District hereby determines that the value of
the real property in the District subject to the special tax to pay debt service on
the Bonds is more than three times the principal amount of the Bonds and the
principal amount of all other bonds outstanding that are secured by a special tax
levied pursuant to the Act or a special assessment levied on property within the
District, all as calculated in the manner provided in Section 53345.8(a) of the Act.
Section 9. Each Authorized Officer is authorized to provide for all services necessary to
effect the issuance of the Bonds. Such services shall include, but not be limited
to, printing the Bonds, obtaining legal services, trustee and paying agent
services, and any other services deemed appropriate as set forth in a certificate
of such Authorized Officer. Each Authorized Officer is authorized to pay for the
cost of such services, together with other costs of issuance, from Bond proceeds
deposited pursuant to the Indenture.
Resolution Authorizing Issuance of Special Tax Bonds CFD No. 2022-1 (Quartz Ranch)
Section 10. The Authorized Officers, the City Clerk and the other officers and staff of the City
and the District responsible for the fiscal affairs of the District are hereby
authorized and directed to take any actions and execute and deliver any and all
documents as are necessary to accomplish the issuance, sale and delivery of the
Bonds in accordance with the provisions of this Resolution and the fulfillment of
the purposes of the Bonds as described in the Indenture, including, in the
discretion of any of the Authorized Officers, the execution and delivery of an
amendment to the Acquisition, Construction and Funding Agreement, dated May
18, 2022 (the "Acquisition Agreement") by and between the City and Lennar
Homes of California, LLC ("Lennar") with respect to the Security (as defined in
the Acquisition Agreement) to be provided by Lennar, the execution and delivery
of a letter of credit or cash depository agreement with respect to the special taxes
to be levied on property owned by the developer within the District, and providing
certificates to the Underwriter as to the accuracy of any information relating to the
District which is included within the Official Statement. Any document authorized
herein to be signed by the City Clerk may be signed by a duly appointed deputy
clerk.
Section 11. The District hereby adopts the City's Debt Management Policy, as amended,
supplemented and restated from time to time, as the debt management policy of
the District pursuant to California Government Code Section 8855.
Section 12. The City Council acknowledges that the good faith estimates required by Section
5852.1 of the California Government Code are disclosed in the staff report and
are available to the public at the meeting at which this Resolution is approved.
Section 13. This Resolution shall be effective upon its adoption.
PASSED, APPROVED AND ADOPTED this the 215t day of June, 2023.
Attest:
Stephanie Roseen, Acting City Clerk
A77 as to form:
17,
Jeffrey T. Melching, Ci "Attey
4
(/
Bill Zimme an, Mayor
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF MENIFEE )
I, Stephanie Roseen, Acting City Clerk of the City of Menifee, do hereby certify that the
foregoing City Council Resolution No. 23-1340 was duly adopted by the City Council of the City
of Menifee at a meeting thereof held on the 2111 Day of June 2023 by the following vote:
Ayes:
Deines, Estrada, Sobek, Zimmerman
Noes:
None
Absent:
Karwin
Abstain:
None
4Steanie Roseen, Acting City Clerk