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HomeMy WebLinkAboutCC Res 5351 2005-06-13 RESOLUTION NUMBER 5351 I 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. 2002-01 (HERON POINTE) AND APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND OTHER RELATED DOCUMENTS AND ACTIONS 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, (Government Code Section 53311, et ~.) (the "Act'') to establish the City of Seal Beach Community Facilities District No. 2002-01 (Heron Pointe) (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 Nos. 5063 and 5064, adopted on September 23,2002 and Resolution No. 5198 adopted on January 12, 2004. 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. 2002-01 (Heron Pointe) Special Tax Bonds, Series 2005 (the ''Bonds''). I C. The City Council, as the legislative body of the District, desires to enter into a Fiscal Agent Agreement, a Continuing Disclosure Agreement, and a 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. D. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the levy of 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 SEAL BEACH DOES HEREBY RESOLVE, FIND, DETERMINE AND ORDER AS FOLLOWS: Section 1. The foregoing recitals are true and correct and the City Council hereby so finds and determines. I Section 2. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, the issuance of not to exceed $5,000,000 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 Fiscal Agent Agreement. The Bank of New York Trust Company, N.A. is hereby appointed to act as fiscal agent for the Bonds (the "Fiscal Agent''). Section 3. The City Council, as the legislative body of th~ District, has determined that it is prudent in the management of its fiscal affairs to issue the Bonds. Resolution Number 5351 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 May 13, 2005, the Bonds have in excess of a 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 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 The Bank of New York Trust Company, N.A" as Fiscal Agent, presented at this meeting and on file with the City Clerk and incorporated herein by reference, is hereby approved. The City Manager of the City of Seal Beach (the "City Manager") and the Director of Administrative ServiceslTreasurer of the City of Seal Beach (the "Director of Administrative ServiceslIreasurer"), 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 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 City Manager and the Director of Administrative ServicesITreasurer, or either of them, are hereby authorized and directed to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract and to execute and deliver the 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 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 $5,000,000, (b) the true interest cost of the Bonds in excess of7.0%, (c) an underwriter's discount in excess of 2.25% of the aggregate principal amount of the Bonds, or (d) a final maturity later than September 1,2035. I Section 7. The form of Preliminaiy 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 City Manager or Director of Administrative ServiceslTreasurer in consultation with Bond Counsel and Jones Hall, A Professional Law Corporation ("Disclosure Counsel") and the City Manager and the Director of Administrative ServiceslTreasurer, or either of them, are hereby authorized to execute a certificate deeming such Preliminary Official Statement final as of its date, except for certain fina1 pricing and related information, pursuant to Securities and Exchange Commission Rule 15c2-12 (with the execution of such certificate by the City Manager or Director of Administrative ServicesIIreasurer constituting conclusive evidence of 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 City Manager and the Director of Administrative ServiceslTreasurer, or either of them, are hereby authorized and directed, for and in the name and on behalf of the District, to execute a final 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 I Resolution Number 5351 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 th~..l;)i~9t,::and The Bank of New York Trust Company, N.A., as Dissemination Agent, ..p\-esent&J')t, this meeting and on file with the City Clerk and incorporated herein by reference:j~:1jereby approved. The City Manager and the Director of Administrative Sen.ic~slTreaSufe}, :i>>Jither of them, are hereby authorized and directed to execute and deliver the,eiliiilnhing Di~closure Agreement in substantially the form hereby approved, with~,u.fh a4df1ioni;~de!e!i9k, or changes therein as may be approved by such officer upon consultati~.p.~with BQ!;l,a;Counsel and Disclosure Counsel (such approval to be conclusively evid~cba.J}jj)i~~~It;officer's execution and delivery of the Continuing Disclosure Agreeme~ Section 9. 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. Section 10. 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 City Manager or the Director of Administrative ServicesITreasurer, which instructions each such officer is hereby authorized and directed to execute and deliver to the Fiscal Agent. I Section 11. The City is a governmental unit with general taxing powers. No Bond is a "private activity bond" within the meaning of that term under Section 141 of the Internal Revenue Code of 1986 (the "Code"). Ninety-five percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the City. The total aggregate principal amount of tax-exempt bonds and qualified tax-exempt obligations (within the meaning of such terms under Section l48(t)(4)(D) and 265(b)(3), respectively, of the Code), including the Bonds, issued or reasonably expected and anticipated to be issued during this calendar year by the City and any other subordinate entities of the City does not exceed $5,000,000 or $10,000,000. The Bonds are designated as "qualified tax- exempt obligations." 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 Purchase Contract, the Official Statement and this Resolution. I Section 13. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal Beach at a meeting thereof held on the 13th day of June ,2005 by the following vote: AYES: councilmembers(J~, (/y;A~/..~iat.~,~ NOES: Council members ~I ABSENT: Council members "IQhl Resolution Number 5351 /f~~ & Mayor ATTEST: >1';')4 Dw~ I ~Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5351 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 13th day of June. 2005. ~j~~~J Ci Clerk I I