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HomeMy WebLinkAboutCC Res 5458 2006-04-24 RESOLUTION NUMBER 5458 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS OF THE CITY OF SEAL BEACH FOR CITY OF SEAL BEACH COMMUNITY FACILITIES DISTRICT NO. 2005-01 (PACIFIC GATEWAY BUSINESS CENTER) AND APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND OTHER RELATED DOCUMENTS AND ACTIONS I RECITALS: A. The City Council (the "City Council") of the City of Seal Beach (the "City") has conducted proceedings pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, (Goverrunent Code Section 53311, et ~.) (the "Act") to establish the City of Seal Beach Community Facilities District No. 2005-01 (Pacific Gateway Business Center) (the "District"), to authorize the levy of special taxes upon property in the District (the "Special Taxes"), and to issue bonds secured by the Special Taxes to finance certain public improvements (the "Facilities"), all as described in Resolution No. 5423 and Resolution No. 5424, each adopted on January 23, 2006. B. For the purpose of financing the Facilities, the City Council, as the legislative body of the District, proposes to issue City of Seal Beach Community Facilities District No. 2005-01 (Pacific Gateway Business Center) Special Tax Bonds, Series 2006 (the "Bonds"). C. The City Council, has previously adopted its Resolution No. 5416 on December 12, 2005, approving as to form, a Funding and Acquisition Agreement relating to the District (the "Original Funding and Acquisition Agreement''), between the City and Boeing Realty Corporation, as landowner and developer ("Boeing"). Subsequent to such approval, Boeing sold the land to OMP Seal Beach, LLC ("OMP"). The City Council desires to revise the Original Funding and Acquisition Agreement to reflect the addition of OMP as the new landowner (the "Revised Funding and Acquisition Agreement"). I D. The City Council, as the legislative body of the District, desires to enter into a Fiscal Agent Agreement, a Continuing Disclosure Agreement, a Revised Funding and Acquisition Agreement and a Bond Purchase Contract, and to deliver a Preliminary Official Statement and a final Official Statement with respect to the Bonds. The foregoing have been submitted to the City Council for its approval and the City Council, with the assistance of City Staff, has reviewed the foregoing documents and has found them to be in proper order. E. All conditions, things and acts required to exist, to have happened and to have been performec:ior~~~d.~nt to and in the issuance of the Bonds and the levy of Special Taxes as cfuJtebtplafe&:of'this Resolution and the documents referred to herein exist, have happ'~td~aIid have'~{e..v),erformed in due time, form and manner as required by the laws of the Slate ofc~H'fornia,lincluding the Act. ___I ' I ~_,;I J NOW, .tHEREFO~: THl CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY> R,ESQL VE, FIND, DETERMINE AND ORDER AS FOLLOWS: ...,,-- ....-'. . I Section I. The foregoing recitals are true and correct and the City Council hereby so finds and determines. Section 2. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, the issuance of not to exceed $10,000,000 aggregate principal amount of the Bonds is hereby authorized, with the exact principal amount of the Bonds to be determined by the officer signing the Bond Purchase Contract in accordance with Section 6 hereof. The Bonds shall be executed substantially in the form set forth in and otherwise as provided in the Resolution Number 5458 Fiscal Agent Agreement. BNY Western Trust Company is hereby appointed to act as fiscal agent for the Bonds (the "Fiscal Agent"). Section 3. The City Council, as the legislative body of the District, has determined that it is prudent in the management of its fiscal affairs to issue the Bonds. I Section 4. The City Council hereby finds and determines that, based on the appraisal of the real property subject to the Special Taxes to pay debt service on the Bonds performed by Stephen G. White, MAl, dated March 29, 2006, the Bonds have in excess ofa one to three lien to value ratio as required by the City's Statement of Local Goals and Policies Concerning the Use of the Mello-Roos Community Facilities Act of 1982, As Amended, adopted by the City Council by its Resolution No. 5048 on August 12, 2002 (the "Goals and Policies") and as determined in accordance with Section 53345.8 of the Act. The City Council hereby finds and determines that the Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with the Goals and Policies. The City Council hereby further finds and determines pursuant to Section 53360.4 of the Act that the sale of the Bonds at a negotiated sale to Stone & Youngberg LLC (the "Underwriter") as contemplated by the Bond Purchase Contract will result in a lower overall cost than a public sale. I Section 5. The form of the Fiscal Agent Agreement by and between the District and BNY Western Trust Company, as Fiscal Agent, presented at this meeting and on file with the City Clerk and incorporated herein by reference, is hereby approved. The Mayor of the City of Seal Beach (the "Mayor") and the Director of Administrative Services of the City of Seal Beach (the "Director of Administrative Services''), or either of them, are hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in substantially the form hereby approved, with such additions, deletions, or changes therein as may be approved by such officer upon consultation with Richards, Watson & Gershon, A Professional Corporation ("Bond Counsel") (such approval to be conclusively evidenced by such officer's execution and delivery of the Fiscal Agent Agreement). The pledge or assignment of any revenues of the District to the repayment of the Bonds, manner of investment of any Bond proceeds and other revenues, rebate provisions, date or dates, maturity or maturities, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. Section 6. The form of the Bond Purchase Contract relating to the Bonds by and between the District and the Underwriter presented at this meeting and on file with the City Clerk and incorporated herein by reference, is hereby approved. The Mayor and the Director of Administrative Services, or either of them, are hereby authorized and directed to accept the offer of the Underwriter to purchase the Bonds contained in the Bond Purchase Contract and to execute and deliver the Bond Purchase Contract in substantially the form hereby approved, with such additions, deletions or changes therein as may be approved by such officer upon consultation with Bond Counsel (such approval to be conclusively evidenced by such officer's execution and delivery of the Bond Purchase Contract); provided, however, that such additions, deletions or changes shall not result in (a) an aggregate principal amount of the Bonds in excess of $10,000,000, (b) the true interest cost of the Bonds in excess of 6.5%, (c) an underwriter's discount in excess of 2.0% of the aggregate principal amount of the Bonds, or (d) a final maturity later than September I, 2036. I Section 7. The form of Preliminary Official Statement relating to the Bonds, presented at this meeting and on file with the City Clerk and incorporated herein by reference, is hereby approved with such additions, deletions, or changes therein as may be approved by the Mayor or Director of Administrative Services in consultation with Bond Counsel and Jones Hall, A Professional Law Corporation ("Disclosure Counsel") and the Mayor and the Director of Administrative Services, or either of them, are hereby authorized to execute a certificate deeming such Preliminary Official Statement final as of its date, except for certain final pricing and related information, pursuant to Securities and Exchange Commission Rule 15c2-12 (with the execution of such certificate by the Mayor or Director of Administrative Services constituting conclusive evidence of Resolution Number 5458 approval of any such additions, deletions, or changes thereto). The Underwriter is hereby authorized to distribute said Preliminary Official Statement as so deemed final to prospective purchasers of the Bonds. The Mayor and the Director of Administrative Services, or either of them, are hereby authorized and directed, for and in the name and on behalf of the District, to execute a fmal Official Statement in substantially the form of such deemed final Preliminary Official Statement, including such final pricing and related information and with such additions thereto or changes therein as hereafter become necessary in the interest of the District and which are approved by such officer in consultation with Bond Counsel and Disclosure Counsel (such approval to be conclusively evidenced by such officer's execution of such Official Statement). The Underwriter is hereby authorized to distribute copies of such final Official Statement to all purchasers of the Bonds. I Section 8. The form of Continuing Disclosure Agreement relating to the Bonds by and between the District and BNY Westem Trust Company, as Dissemination Agent, presented at this meeting and on file with the City Clerk and incorporated herein by reference, is hereby approved. The Mayor and the Director of Administrative Services, or either of them, are hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially the form hereby approved, with such additions, deletions, or changes therein as may be approved by such officer upon consultation with Bond Counsel and Disclosure Counsel (such approval to be conclusively evidenced by such officer's execution and delivery of the Continuing Disclosure Agreement). Section 9. The form of Revised Funding and Acquisition Agreement filed with the City is hereby approved and the Mayor of the City is authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Revised Funding and Acquisition Agreement, with such changes therein as the Mayor may require or approve, such approval to be conclusively evidenced by the Mayor's execution and delivery thereof. The authority for the Mayor to execute the Original Funding and Acquisition Agreement is hereby rescinded. Section 10. Pursuant to Section 53356.1 of the Act, the City hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue any foreclosure action regarding delinquent installments of any amount levied as a Special Tax for the payment of interest or principal of the Bonds, such foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. I Section 11. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or on behalf of, the Underwriter in accordance with written instructions executed by the Mayor or Director of Administrative Services, which instructions each such officer is hereby authorized and directed to execute and deliver to the Fiscal Agent. Section 12. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the District, the issuance and sale of the Bonds, or in connection with or related to any of the agreements or documents referenced herein are hereby approved, confirmed and ratified. The proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable for carrying out the issuance of the Bonds and the transactions contemplated by the Fiscal Agent Agreement, the Continuing Disclosure Agreement, the Bond Purchase Contract, the Official Statement and this Resolution. I Section 13. This Resolution shall take effect upon its adoption. Resolution Number 5458 PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal Beach at a meeting thereof held on the 24th day of ADril, 2006 by the following vote: I AYES: Councilmembers ~~ I rJtuMn , ~ tft~, ~ NOES: Councilmembers ~ ABSENT: Councilmembers ~ ABSTAIN: Councilmembers ~..I ~a.~ Charles Antos, Mayor ATTEST: ~~ h~~ Lin a Devme, City Clerk I STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, Califomia, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5458 on file in the office of the City Clerk, passed, approved and adopted by the City Council of the City of Seal Beach at a regular meeting thereof held on the 24th day of ADril ,2006. ,~~ ~W;~ in a Devine, City Clerk I