HomeMy WebLinkAboutCC AG PKT 2006-04-24 #X
April 24, 2006
STAFF REPORT
To:
Mayor and Members of the City Council
From:
Lee Whittenberg, Director of Development Services
Subject:
ADOPTION OF RESOLUTION AUTHORIZING
ISSUANCE OF SPECIAL TAX BONDS FOR THE CITY
OF SEAL BEACH COMMUNITY FAClllTIES DISTRICT
NO. 2005-01 (pACIFIC GATEWAY BUSINESS CENTER),
APPROVING AND DIRECTING EXECUTION OF A
FISCAL AGENT AGREEMENT AND OTHER RELATED
DOCUMENTS AND ACTIONS
SUMMARY OF REQUEST
Adopt Resolution . 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.
BACKGROUND
Adoption of City Goals and Policies:
As required by the Mello-Roos Community Facilities Act of 1982 as amended, the City adopted
"Goals and Policies for Land Secured Financings" by City Council Resolution No. 5048 on
August 12,2002. Those adopted Goals and Policies establish an order of priority for projects to
be financed by any community facilities district .within the community and certain credit quality
requirements for bonds issued by community facilities districts, namely a 3: 1 ratio of property
value to the lien of community facilities district bonds and other bonds secured by special taxes
or special assessments. Property value may be based on an appraisal or on assessed values.
Overview of Previous Actions re: Community Facilities District No. 2005-01 (pacific Gateway
Business Center):
When the Boeing Space and Communications Group Specific Plan (''the Project") was approved,
it was contemplated that a Community Facilities District ("CFD") would be created to help
finance some of the public improvements necessary for the effective development of the Plan.
AGENDA ITEM X
\\DAT~....u..Wbittenbera\My DocumeDtlIIBoeiIJa\CFD\Bcmd iIsuance Retolution.CC StaffReport.doc\LW\04-()7~
Approval of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tax Bonds (Pacific gateway Business Center)
City Council Staff Report
April 24, 2006
The City received a request on May 16, 2005 from Development Planning & Financing Group,
Inc. (representing Boeing Realty Corporation) requesting consideration of the formation of a
CFD to fund certain City road, water and sewer improvements and development fees applicable
to the plan.
On July 11, 2005 the City Council adopted Resolution 5362, which authorized execution of a
"Deposit and Reimbursement Agreement" in connection with the formation of the proposed CFD
and authorized 'staff to initiate the formation of the district, and further authorized staff and the
City Attorney to enter into appropriate agreements for necessary consultant services related to the
formation of the' CFD. Those actions were taken and the process of preparing the necessary
agreements and documents has been ongoing since that time.
Overview of CFD Formation Actions bv City:
December 12, 2005: The City Council took the following actions regarding the formation of
CFDNo.2005-01:
Cl Adopted Resolution 5415 stating its intention to establish Community F~ilities District
No. 2005-01 (pacific Gateway Business Center), stating its intention to authorize the levy
of a special tax, and setting the time and date for a public hearing as January 23, 2006;
and
Cl Adopted Resolution 5416 stating its intention to incur bonded indebtedness in an amount
not to exceed $10,000,000 for Community Facilities District No. 2005-01 (pacific
Gateway Business Center).
January 23, 2006: The City Council took the following action relative to CFD 2005-01:
CJ Adopted Resolution 5424 declaring the necessity to inCUl." bonded indebtedness in an
aggregate amount not to exceed $10,000,000 within the Community Facilities District
and submitting that proposition to the qualified electors of the Community Facilities
District and calling an election by the landowners within the Community Facilities
District for the same date on the issues of the levy of the Special Tax, the incurring of
bonded indebtedness and the establishment of an appropriations limit.
CJ Conducted the Landowner Election and declared the results in which the qualified
landowner electors approved a ballot proposition authorizing the issuance of up to
$10,000,000 in bonds to finance the acquisition and construction of the Facilities, the levy
of a special tax and the establishment of an appropriations limit for the Community
Facilities District,
CJ Adopted Resolution No. 5426, under which the City Council approved the canvass of the
votes and declared the Community Facilities District to be fully formed with the authority
to levy the Special Taxes, to incur the bonded indebtedness and to have the established
appropriations limit.
CJ Introduced Ordinance No. 1542, levying the Special Tax within the Community Facilities
District.
BoDd ~ ResolutiOlLCC StaffReporl
2
Approval of Band Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gatewqy Business Center)
City Council Staff Report
April 24. 2006
A Notice of Special Tax Lien was recorded in the real property records of Orange County on
January 30, 2006.
On February 13,2006, the City Council adopted Ordinance No. 1542 levying the Special Tax
within the Community Facilities District.
CURRENT ACTIONS
City staff: Boeing Realty Corporation (the developer) and Overton Moore Properties (the owner),
and the Financing Team have been meeting to finalize the CFD financing documents.
The attached Resolution (refer to Attachment 1) approves all the necessary documents to
complete the financing for the CFD. These documents are as follows:
CJ Fiscal Allent Al!teeID.ent. The Fiscal Agent Agreement establishes the terms and
conditions under which the Bonds will be issued and establishes debt service and project
funds. The Bank of New York Trust Company, N.A. will act as Fiscal Agent for the
Bonds under the Fiscal Agent Agreement
CJ Prelim;nArv Official Statement. The Prelim;nAl}' Official Statement is the document used
by the Underwriter, Stone & Youngberg LLC (the "Underwriter") to market the Bonds.
It describes the bonds, the nature of the Project, the CFD and other relevant information
concerning the Bonds.
CJ Bond Purchase Contract. The Bond Purchase Contract is the agreement by which the
Underwriter will purchase the Bonds from the City. The maximum principal amount of
the Bonds will not exceed $10,000,000, the maximum interest rate on the Bonds will not
exceed 6.5% and the Underwriter's discount will not exceed 2.0%.
CJ Continuinll Disclosure Aln'eement Ussuer). The Continuing Disclosure Agreement is the
agreement which obligates the City to provide annual reports and current event
disclosures.
The above referenced documents are not provided as attachments to the Staff Report due to the
length of the documents, between 12 and 129 pages each. They are available at the Office of the
City Clerk and at the Department of Development Services for review by interested parties. Staff
will also have these documents available for review at tlie City Council meeting.
Bond ~ Resolution.CC Staff Report
3
Approval of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gateway Business Center)
City Council Staff Rsport
April 24, 2006
PLAN OF FINANCE:
The finance plan currently includes:
CJ Tax-Exempt Bonds in the amount of approximately $9,000,000.00 net proceeds. The
bonds will be used to reimburse Boeing Realty Corporation for construction of City
Facilities per the terms of the Acquisition Agreement. The City Facilities to be
acquired are detailed in Table 1.
The Tax-Exempt Bond debt is proposed to be issued as non-rated debt with a coverage ratio of
at least 1.10 times coverage plus an amount allocable to CFD Administrative Expenses. It will
be amortized over 30 years.
TABLE 1
Sanitary Sewer Facilities $725,245
Water Facilities $573,550
Roadway Facilities $6,946,197
Landscape & Irrigation $969,717
Dry Utilities and Joint Trench $382,916
Consultant Costs $1,000,000
Contingency $1,059,754
Project Inspection $500,000
Project Management $600,000
Development Fees $2,415,000
Total Estimated Facilities Costs $15,172,289
iloDd ~Ulllce Resolutian.CC StaffRqlorl
4
Approval of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gateway Business Center)
City Council Stqff Report
Aprill4, 2006
FISCAL IMPACT
The issuance of Special Tax Bonds by CFD No. 2005-01 will provide for the financing of the
public facilities to be acquired per the terms of the Acquisition Agreement. The City and Boeing
Realty Corporation have entered into a Deposit and Reimbursement agreement pursuant to which
the owner has advanced funds to the City to pay for the costs incurred by the City in undertaking the
appropriate proceedings to form CFD No. 2005-01 and the issuance of bonds by CFD No. 2005-01.
Future expenses related to the on-going administration of CFD No. 2005-01 will be paid from
Special Taxes in the form of an annual CFD Administrative Expense Requirement.
RECOMMENDATION
Adopt Resolution No. ~ 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.
NOTED AND APPROVED
e Whittenberg, Director
Development Services Department
~~:lnt~Manager
Attachments: (1)
Attachment 1:
Resolution No. ~ 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
. . . .
BlHId Issuance Resolution.CC StaffRepurt
s
Approval of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gateway Business Center)
City Council Staff Report
April 24, 2006
ATTACHMENT 1
RESOLUTION NO. . 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
FACILmES 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
Bond Is.uance Resolution.CC Staff Report
6
Approval of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tar Bonds (Pacific gateway Business Center)
City Council Staff Report
April24, 2006
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF TIIE
CITY OF SEAL BEACH AU1HORIZING 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 OTIIER
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 "Acf') to establish the City of Seal Beach
Community Facilities District No. 2005-01 (pacific Gateway Business Center) (the "Districf'), 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 CblJI!.cil, 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'').
Bond ~U8Dce ResolUlion.CC Staff Report
7
Appr01lal of Bond Issuance by the City of Seal Beach
CFD No. 2005-01 Special Tar Bonds (pacific gateway Business Center)
City Council Staff Report
April 24. 2006
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 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, TIIEREFORE, TIIE CITY COUNCIL OF THE CIlY OF SEAL BEACH
DOES HEREBY RESOL VB, FIND, DETERMINE AND ORDER AS FOLLOWS:
Section 1. 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 Fiscal Agent Agreement
BNY Westem 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.
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 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 Il..C (the
Bond ~uance IWolution.CC StaffRqJort
8
Approval of Bond Issuance by the City qfSeal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gateway Business Center)
City Council Stqlf Report
Apri124. 2006
''Underwriter'') as contemplated by the Bond Purchase Contract will result in a lower overall cost
than a public sale.
Section 5. The form of the Fiscal Agent Agreement by and between the District and
BNY Westem 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 deliv~ 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 of2.0% of the
aggregate principal amount of the Bonds, or (d) a final maturity later than September 1, 2036.
Section 7. The form of Preliminary Official Statement relating to the Bonds,
presented at this meeting and on file with thc 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") an,d 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 ISc2-12 (with the execution of
such certificate by the Mayor or Director of Administrative Services 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 Mayor and the Director of Administrative Services, or
Bond ~wmce Resolution.CC Staff Report
9
Approval afBond Issuance by the City afSea/ Beach
CFD No. 2005-01 Special Tax Bonds (pacific garew'!JI BlISiness Center)
City COUlIcil Staff Report
April 24, 2006
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 fmal 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 officets execution of such Official Statement). The
Underwriter is hereby authorized to distribute copies of such final Official Statement to all
purchasers of the Bonds.
Section 8: The form of Continuing Disclosure Agreement relating to the Bonds by
and between the District and BNY Western 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 Disclosllre 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
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 lIIld 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,
10
Bond Isswmco Resolution.CC Staff Report
Approval of Bond Issuance by the City o[Seal Beach
CFD No. 2005-01 Special Tax Bonds (pacific gatew~ Business Center)
City COlDIcil Staff Report
ApriI24,2006
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.
Section 13.
This Resolution shall take effect upon its adoption.
PASSED, APPROVED AND ADOPTED by the City Council of the City ofSea1 Beach at a
meeting thereof held on the day of . 2006 by the
following vote:
AYES: Councilmembers
NOES: Counci1members
ABSENT: Councilmembers
ABSTAIN: Councilmembers
Charles Antos, Mayor
ATTEST:
Linda Devine, City 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 on file in the office of the
Bond~.. ResoIution.CC Staff Report
11
~
Approval of Bond IssllQ1lCtl by the City ofSea/ Beach
CFD No. 2005-01 Special T~ Bonds (Pacific gatew'!)l BlISiness Center)
City Council Staff Report
April 24, 2006
City Clerk, passed, approved and adopted by the City Council of the City of Seal Beach at a regular
meeting thereof held on the day of , 2006.
Linda Devine, City Clerk
Bond IsllUllllce Resolulion.CC Staff Report
12