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HomeMy WebLinkAboutRES 618 Draft 01 2020-2022 A RESOLUTION APPROVING THE ISSUANCE OF UP TO $14,425,000 AGGREGATE PRINCIPAL AMOUNT OF SPECIAL TAX REVENUE BONDS OF THE COUNTY OF HAWAI‘I FOR THE COUNTY’S COMMUNITY FACILITIES DISTRICT NO. 1-2021 (KALOKO HEIGHTS PROJECT); AUTHORIZING THE APPLICATION OF THE PROCEEDS OF THE BONDS, TOGETHER WITH CERTAIN OTHER AVAILABLE FUNDS, TO FUND THE COSTS OF CERTAIN FACILITIES RELATING TO SUCH DISTRICT; APPROVING THE FORMS OF THE INDENTURE, PRELIMINARY OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT AND CONTINUING DISCLOSURE AGREEMENTS RELATING TO THE BONDS; AND AUTHORIZING THE TAKING OF FURTHER ACTIONS RELATING TO THE BONDS AND THE DISTRICT WHEREAS, upon petition by RCFC Kaloko Heights, LLC, a Delaware limited liability company, Kaloko Heights BIA Holdings, LLC, a Delaware limited liability company, and Kaloko Heights Investors, LLC, a Delaware limited liability company (collectively, the “Petitioner”), the County has, pursuant to Chapter 32, Hawai‘i County Code 1983 (2016 Edition, as Amended (“Chapter 32,” with all references herein to Articles and Sections, unless otherwise indicated, being intended to mean and refer to Articles and Sections within such Chapter) and Ordinance No. 21-67 (the “Ordinance of Formation”), established a community facilities district, designated as the “County of Hawai‘i Community Facilities District No. 1-2021 (Kaloko Heights Project)” (the “District”) for the purpose of financing the acquisition and construction of certain special improvements (as more fully described in the Ordinance of Formation, the “Improvements”) and has further authorized the levy of a special tax on properties within the District pursuant to Chapter 32 (the “Special Tax”); and WHEREAS, pursuant to Ordinance No. 22-33 (the “Bond Ordinance”), the County has authorized the issuance of one or more series of special tax revenue bonds (including the Series 2022 Bonds referred to below, the “Bonds”) in an aggregate principal amount not to exceed $22,000,000 (excluding Bonds issued to refund other Bonds previously issued), in order to provide funds (i) for payment of the costs of acquiring and constructing the Improvements (the “Project Costs”) in accordance with a Project Funding and Acquisition Agreement (the “Project Funding Agreement”) between the County, acting through its Director of Finance and Director of Environmental Management and the Petitioner, and (ii) for payment of incidental expenses incurred with respect to the District (as more fully described in the Ordinance of Formation, the “Incidental Expenses”) to fund all or a portion of the costs (including “Incidental Expenses” as defined in the Ordinance of Formation); and WHEREAS, as provided in the Bond Ordinance, the authorization to issue each series of Bonds is subject to the further approvals and authorizations set forth in this Resolution; and WHEREAS, at the request of the Petitioner, the County proposes to issue and sell an initial series of the Bonds (the “Series 2022 Bonds”) in an aggregate principal amount not to exceed $14,425,000; and WHEREAS, in connection with the proposed issuance and sale of the Series 2022 Bonds, there have been presented at this meeting forms of (a) the Indenture (the “Indenture”) between the County and U.S. Bank Trust Company, National Association, as trustee, pursuant to which the Series 2022 Bonds and any future series of Bonds are to be issued, (b) the Preliminary Limited Offering Memorandum (the “Preliminary Limited Offering Memorandum”) to be disseminated to potential investors in connection with the marketing of the Series 2022 Bonds, (c) the Bond Purchase Agreement (the “Bond Purchase Agreement”) pursuant to which the Series 2022 Bonds will be sold, and (d) the respective Continuing Disclosure Agreements of the County and the Developer (each, a “Disclosure Agreement”) relating to the requirements of Rule 15c2-12 of the Securities and Exchange Commission; and WHEREAS, the Council of the County intends hereby to approve the proposed issuance and sale of the Series 2022 Bonds and certain matters pertaining to such issuance and sale; now, therefore BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAI‘I that the issuance and sale of up to $14,425,000 aggregate principal amount of Series 2022 Bonds is hereby approved, such Series 2022 Bonds to be issued and sold at such time and upon such terms as shall be determined by the Director of Finance in accordance with the Bond Ordinance, the Indenture and the Project Funding Agreement; provided that (i) the Series 2022 Bonds shall finally mature not later than May 15, 2052, (ii) the true interest cost of the Series 2022 Bonds shall not exceed 9% per annum, (iii) the maximum redemption price for the Series 2022 Bonds shall not exceed 103% of the principal amount thereof, and (iv) the maximum underwriting discount at which the Series 2022 Bonds are sold by the County shall not exceed 3%. It is expressly understood that the Bonds, including the Series 2022 Bonds, shall be limited obligations of the County payable solely from, and secured solely by, the Special Tax levied on properties within the District and certain funds and accounts established under the Indenture, and that the full faith and credit of the County shall not be pledged for payment of the principal or redemption price of or interest on such Bonds. BE IT FURTHER RESOLVED that (i) the forms of the Indenture, the Preliminary Limited Offering Memorandum, the Bond Purchase Agreement and the Disclosure Agreements, as presented at this meeting, are hereby approved and (ii) the Director of Finance is hereby authorized to execute and deliver the Indenture, the Bond Purchase Agreement and the County’s Disclosure Agreement, to approve the final form and execution of the Petitioner’s Disclosure Agreement and to deem final and authorize the dissemination of the Preliminary Limited Offering Memorandum, all in substantially the forms presented at this meeting, with such modifications as the Director of Finance may approve, such approval to be conclusively evidenced by such County official’s execution of the Indenture. BE IT FURTHER RESOLVED that the maximum aggregate principal amount of Series 2022 Bonds specified above is hereby authorized in reliance on confirmation received by the County from its designated appraiser, Integra Realty Associates (the “Appraiser”), that the appraised value of the land subject to the Special Tax is not less than $43,280,000, which is not less than three times the maximum aggregate principal amount of Series 2022 Bonds so authorized, as required under Section 32-57(c). At the County’s direction, the Appraiser is currently preparing an appraisal report with respect to such appraisal in connection with the issuance and sale of the Series 2022 Bonds. The issuance and sale of the Series 2022 Bonds, in an amount not to exceed $14,425,000, shall be subject to delivery of the appraisal report, in form and substance satisfactory to the Director of Finance, which report is hereby directed to be appended to the Preliminary Limited Offering Memorandum to be disseminated to potential investors. BE IT FURTHER RESOLVED that the Director of Finance and other appropriate officials of the County are hereby authorized to take or to direct or authorize the taking of such other actions as may be necessary or appropriate in connection with the issuance and sale of the Series 2022 Bonds and the performance of the County’s covenants and responsibilities with respect to the Series 2022 Bonds and the District, including without limitation the performance of administrative services contemplated by the Ordinance of Formation, the Bond Ordinance, this Resolution and the Indenture and the retention of staff or consultants to perform such services, all in accordance with the Ordinance of Formation, the Bond Ordinance, this Resolution and the Indenture.