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HomeMy WebLinkAboutCC Res 6615 2015-12-14RESOLUTION NUMBER 6615 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AUTHORIZING THE ISSUANCE OF COMMUNITY FACILITIES DISTRICT NO. 2005 -01 (PACIFIC GATEWAY BUSINESS CENTER) 2016 SPECIAL TAX REFUNDING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the City Council of the City of Seal Beach (the "City Council ") has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act'), to form 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 the land within the District, and to issue bonds secured by said special taxes to finance public improvements authorized to be funded by the District; and WHEREAS, on May 24, 2006, the City, for and on behalf of the District, issued $8,800,000 principal amount of City of Seal Beach Community Facilities District No. 2005 -01 (Pacific Gateway Business Center) Special Tax Bonds, Series 2006 (the 'Prior Bonds "), the Prior Bonds having been issued by the City for the District to finance facilities authorized to be funded by the District; and WHEREAS, this City Council has determined that, due to favorable interest rates, it is in the best interests of the City and the District that the Prior Bonds be refunded; and WHEREAS, there has been submitted to this City Council a fiscal agent agreement (the "Fiscal Agent Agreement') providing for the issuance of special tax refunding bonds of the City (the "Bonds ") for and on behalf of the District under the ' authority provided in the Act and Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law "), and this City Council now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to this City Council an escrow agreement providing for the creation of an escrow fund which will be used to defease and refund the Prior Bonds and this City Council now desires to approve such agreement in connection with the refunding of the Prior Bonds; and WHEREAS, the City proposes to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter ") pursuant to the terms of a bond purchase agreement (the 'Bond Purchase Agreement') by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a preliminary official statement (the 'Preliminary Official Statement'); and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; 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 Bonds 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 and the Refunding Law. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEAL BEACH THAT: SECTION 1. Pursuant to the Refunding Law, the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the City for the District designated as "City of Seal Beach Community Facilities District No. 2005 -01 (Pacific Gateway Business Center) 2016 Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $9,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the City Council hereby makes the following findings and determinations: (i) it is prudent in the management of the fiscal affairs of the City, the City Council and the District to issue the Bonds for the purpose of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity on the Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded, (iii) the final maturity date of the Bonds will not exceed the final maturity date of the Prior Bonds, and (iv) the Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed value of the land in the District is more than three times the principal amount of the Bonds. The City Council hereby further finds and determines that (i) the issuance of the Bonds should proceed for the public policy reason that, as a result of such issuance, the annual special taxes to be levied in the District will be lower than if the refunding contemplated with the proceeds of the Bonds did not occur, and (ii) the sale of the Bonds by negotiated sale to the Underwriter as contemplated by the Bond Purchase Agreement will result in a lower overall cost. The City Council hereby approves the Fiscal Agent Agreement in the form on file with the City Clerk. The Mayor (or in the Mayor's absence, the Mayor Pro Tempore) is hereby authorized to execute the Fiscal Agent Agreement in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Director of Finance /City Treasurer upon consultation with Bond Counsel and the City Attorney, the approval of any such changes to be conclusively evidenced by the execution and delivery by the Mayor (or in his absence, the Mayor Pro Tempore) of the Fiscal Agent Agreement. The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The City Council hereby authorizes the delivery and performance by the City of the Fiscal Agent ' Agreement. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the' Bonds will occur on or after January 7, 2016, (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one -half percent (0.5 %) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set forth in the fiscal agent agreement for the Prior Bonds; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8 of the Act, and as otherwise described in the Fiscal Agent Agreement, in the Official Statement for the Bonds and the closing certificates for the Bonds, including fees and expenses of the municipal advisor and special tax consultant, Bond Counsel and Disclosure Counsel fees and expenses, Underwriter's discount, printing costs for the Official Statement, initial fiscal agent fees, City Attorney fees, and costs of City Staff incurred in connection with the sale and issuance of the Bonds. The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the fiscal agent agreement pursuant to which the Prior Bonds were issued and the Escrow Agreement between the City and The Bank of New York Mellon Trust Company, N.A., as Escrow Bank. The City Council hereby approves the Escrow Agreement in the form on file with the City Clerk. The City Council hereby authorizes the Mayor (or in his absence, the Mayor Pro Tempore), to execute and deliver the Escrow Agreement in such form, together with any changes therein or additions thereto deemed necessary or advisable by the Director of Finance /City Treasurer upon consultation with Bond Counsel and the City Attorney, the approval of any such changes to be conclusively evidenced by the execution and delivery by the Mayor (or in his absence, the Mayor Pro Tempore) of the Escrow Agreement. This City,Council hereby authorizes the delivery and performance by the City of the Escrow Agreement. SECTION 2. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate -2- 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 the Underwriter or its order in accordance with written instructions executed on behalf of the City by the City Manager or the Director of Finance /City Treasurer (each an "Authorized Officer "), which instructions each such Authorized Officer is hereby authorized and directed to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter or its order in accordance with the Bond Purchase Agreement, upon payment of the purchase price therefor. 1 SECTION 3. This City Council hereby approves the sale of the Bonds to the Underwriter. The Bond Purchase Agreement, in the form on file with the City Clerk, is hereby approved and the Mayor (or in the Mayor's absence, the Mayor Pro Tempore) is hereby authorized and directed to execute the Bond Purchase Agreement in said form, together with such changes therein or additions thereto as may be approved by the Director of Finance /City Treasurer upon consultation with Bond Counsel and the City Attorney, provided that the aggregate principal amount of the Bonds does not exceed the amount set forth in Section 1, the net interest cost of the Bonds is not in excess of 4.50 %, and the Underwriter's discount (without regard to any original issue discount) is not in excess of 1.50% of the principal amount of the Bonds. SECTION 4. This City Council hereby approves the preliminary official statement for the Bonds (the "Preliminary Official Statement ") in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Director of Finance /City Treasurer. The City Council authorizes the Authorized Officers, each acting alone, on behalf of the City and the District, to deem "final" pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") the Preliminary Official Statement prior to its distribution by the Underwriter to prospective purchasers of the Bonds. The Underwriter, on behalf of the City and the District, is authorized and directed ' to cause the Preliminary Official Statement to be distributed to such municipal bond broker - dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The Authorized Officers are hereby authorized and directed to assist the Disclosure Counsel in causing the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement "), and the Authorized Officers, each acting alone, are hereby authorized to execute the Final Official Statement and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Bonds contain any untrue statement of material fact with respect to the City or the District or omit to state material facts with respect to the City or the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by an Authorized Officer of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Director of Finance /City Treasurer and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by ' the City. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. SECTION 5. The Continuing Disclosure Agreement, in the form attached as Appendix E to the Preliminary Official Statement, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tempore) is hereby authorized to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary or advisable by the Director of Finance /City Treasurer, the approval of any such changes to be conclusively evidenced by the -3- execution and delivery by the Mayor (or in his absence, the Mayor Pro Tempore) of the Continuing Disclosure Agreement. SECTION 6. The City hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. SECTION 7. The firm of Fieldman, Rolapp & Associates is hereby designated as municipal advisor to the City with respect to the Bonds, the firm of Albert A. Webb Associates is hereby designated as special tax consultant to assist with the preparation of the Prelim inary,Official Statement and the Final Official Statement, and the law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and as Disclosure Counsel to the City for the Bonds. The Mayor (or in the Mayor's absence, the Mayor Pro Tempore) is hereby authorized to execute agreements with said firms for their services in connection with the Bond financing in the respective forms on file with the City Clerk, provided that compensation payable to the municipal advisor and Bond Counsel and Disclosure Counsel is payable solely from the proceeds, and wholly contingent upon the issuance, of the Bonds. SECTION 8. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and 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 any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. SECTION 9. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 14th day of December, 2015 by the following vote: AYES: Council Members: Deaton, Sloan, Varipapa, Miller, Massa - Lavitt NOES: Council Members: None STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Robin L Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6615 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 14th day of December, 2015. 0 Robin L. Roberts, City Clerk lit