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HomeMy WebLinkAboutRES CC 2000 1705 2000 0301RESOLUTION NO. 2000 -1705 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF MOORPARK MOBILE HOME PARK REVENUE BONDS (VILLA DEL ARROYO), AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Moorpark (the "City ") is authorized to issue bonds pursuant to Section 52100 and following of the Health and Safety Code of the State of California (the "Law ") to finance the acquisition of mobile home parks by nonprofit organizations; and WHEREAS, Augusta Homes, a California nonprofit public benefit corporation (the "Corporation ") qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code ") , has requested that the City issue and sell revenue bonds for the purpose of providing for the financing of the acquisition of a 241 -space mobile home park located at 15750 East Los Angeles Street in the City and known as Villa Del Arroyo Mobile Home Park (the "Project "); and WHEREAS, the financing of the Project will lessen the governmental burden of the City by preserving affordable housing within the City; and WHEREAS, the City proposes to issue its not to exceed $16,000,000 aggregate principal amount City of Moorpark Mobile Home Park Revenue Bonds (Villa Del Arroyo) in one or more series (the "Bonds ") pursuant to the Law to finance the acquisition by the Corporation of the Project; and WHEREAS, there has been presented to the City Council at this meeting proposed forms of an Indenture of Trust, a Loan Agreement, a Regulatory Agreement and an Administration and Oversight Agreement, as well as Preliminary Official Statements relating to the Bonds and a Contract of Purchase with respect to the Bonds by Miller & Schroeder Financial, Inc. and Kinsell, Newcomb & De Dios, Inc. (collectively, the "Underwriters "); and WHEREAS, notice of a public hearing for January 5, 2000 with respect to the proposed issuance of the Bonds was published on at least 14 days before January 5, 2000, in a newspaper of general circulation in the City; and Resolution No. 2000 1705 Page 2 WHEREAS, the City Council is the applicable elected representative required to approve the issuance of the Bonds within the meaning of and as required by Section 147(f) of the Code; and WHEREAS, the City Council on January 5, 2000 conducted a public hearing on the issuance of the Bonds for purposes of the Code; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purposes, in the manner and upon the terms herein provided. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES RESOLVE AS FOLLOWS: SECTION 1. Recitals. The above recitals, and each of them, are true and correct. SECTION 2. Appointment of Trustee. U.S. Bank Trust National Association is hereby appointed as the initial trustee (the "Trustee ") under the Indenture of Trust (the "Indenture ") relating to the Bonds, with the duties and powers of such Trustee as are set forth in the Indenture. SECTION 3. Indenture. The Indenture authorizing the issuance of the Bonds, between the City and the Trustee, in the form presented at this meeting, is hereby approved and the City Manager or the Assistant City Manager, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor and Bond Counsel, may approve (including but not limited to those changes described in Section 10 below), such approval to be conclusively evidenced by the execution and delivery thereof by the City. SECTION 4. Form of Bonds. The forms of the Bonds, each as set forth in the Indenture, are hereby approved and the Mayor and the City Clerk are hereby authorized and directed to execute by manual or facsimile signature, for and in the name and on behalf of the City, the Bonds in either temporary and /or definitive form in the aggregate principal amounts and all in accordance with the terms and provisions of the Indenture. Resolution No. 2006 1705 Page 3 SECTION 5. Loan Agreement. The Loan Agreement (the "Loan Agreement ") by and among the City, the Trustee and the Corporation, whereby the proceeds of the Bonds are to be loaned to the Corporation the for the purpose of providing permanent financing for the acquisition of the Project, in the form presented at this meeting, is hereby approved and the City Manager or the Assistant City Manager, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Loan Agreement in the form hereby approved together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor and Bond Counsel, may approve (including but not limited to those changes described in Section 10 below), such approval to be conclusively evidenced by the execution and delivery thereof by the City. SECTION 6. Regulatory Agreement. The Regulatory Agreement and Declaration of Restrictive Covenants by and among the City, the Trustee and the Corporation (the "Regulatory Agreement ") in the form presented at this meeting, is hereby approved and the City Manager or the Assistant City Manager, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Regulatory Agreement in the form hereby approved together with such additions or changes therein as the officer executing the same, upon consultation with the City's Financial Advisor, the City Attorney and Bond Counsel, may approve (including but not limited to those changes described in Section 10 below), such approval to be conclusively evidenced by the execution and delivery thereof by the City. SECTION 7. Official Statement. The two Preliminary Official Statements relating to the Bonds (collectively, the "Preliminary Official Statements ") in the forms presented at this meeting, are hereby approved. The City Manager and the Assistant City Manager are hereby authorized and directed to make changes to the forms of the Preliminary Official Statements hereby approved, upon consultation with the City's Financial Advisor and Bond Counsel (including but not limited to those changes described in Section 10 below), as necessary or desireable to reflect the terms of the financing and the documents with respect thereto. The Preliminary Official Statements may be brought into the form of final Official Statements which shall contain such changes or modifications thereto as may be deemed necessary or desireable by the City Manager or the Assistant City Manager, upon consultation with the City's Financial Advisor and Bond Counsel. The City Manager or the Assistant City Manager, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the final Resolution No. 2000 1705 Page 4 Official Statements. The City Manager or the Assistant City Manager, each acting alone, are authorized and directed, on behalf of the City, to certify the Preliminary Official Statements as "near final" for purposes of Rule 15c2 -12 under the Securities and Exchange Act of 1934, as amended ( "Rule 15c2 -1211), and to certify the Official Statements as "final" pursuant to Rule 15c2 -12. SECTION 8. Contract of Purchase. The Contract of Purchase among the City, the Corporation and the Underwriters in the form presented at this meeting, is hereby approved. The City Manager or the Assistant City Manager, each acting alone, are hereby authorized to execute the Contract of Purchase in said form together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor and Bond Counsel, may approve (including but not limited to those changes described in Section 10 below), such approval to be conclusively evidenced by the execution and delivery of the Contract of Purchase by the City; provided that said execution and delivery is expressly conditioned upon: (a) the determination by the City's Financial Advisor, based upon information provided by the Underwriters, that the reasonably expected initial debt service coverage on (i) all Bonds secured by a senior lien on the Project is at least 125 %, and (ii) all Bonds secured by a junior lien on the Project is at least (A) 115% if any seller financing is provided, or (B) 110% if no seller financing is provided; (b) the aggregate principal amount of the Bonds to be sold pursuant to the Contract of Purchase shall not exceed $16,000,000; and (c) the discount at which the Bonds will be purchased (not including original issue discount) shall not exceed 2.50 %. SECTION 9. Administration and Oversight Agreement. The Administration and Oversight Agreement (the "Administration Agreement ") in the form presented at this meeting, by and among the City, the Corporation and Urban Futures, Incorporated (or such other entity as the City Manager shall select) as Program Administrator and Oversight Agent, is hereby approved and the City Manager or the Assistant City Manager, each acting alone, are hereby authorized and directed, for and in the name and on behalf of the City, to execute the Administration Agreement in the form hereby approved, together with such additions or changes as the officer executing the same, upon consultation with the City's Financial Advisor and Bond Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 10. Additional Series of Bonds. Subject to the provisions of Section 8 above, the City Manager or the Assistant City Manager are hereby expressly authorized to approve revisions to the documents referenced in this Resolution to add a series of Resolution No. 2000 1705 Page 5 Bonds the interest on which is taxable under federal tax law upon the recommendation of the Underwriters and concurrence by the City's Financial Advisor that such additional series is in the best interests of the City in the circumstances, said recommendation and concurrence to be conclusively evidenced by the execution and delivery by the City of such documents which included provisions for such additional series of the Bonds. SECTION 11. Designation of Professionals. The law firms of Quint & Thimmig LLP and Richards, Watson & Gershon are hereby designated as Bond Counsel and Disclosure Counsel, respectively, to the City with respect to the Bonds, in accordance with the proposals of such firms on file with the City. Miller & Schroeder Financial, Inc. is hereby designated as senior underwriter for the Bonds, and Kinsell, Newcomb & DeDios, Inc. is hereby designated as co- underwriter for the Bonds. SECTION 12. Other Acts. The Mayor, members of the City Council, City Manager, Assistant City Manager, Finance Director, City Clerk, City Attorney and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including without limitation, obtaining bond insurance and a rating for the Bonds, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein in connection with the issuance and sale of the Bonds or to otherwise effectuate the purposes of this Resolution. SECTION 13. Effective Date. This Resolution shall take effect immediately upon adoption. SECTION 14. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 1" day ATTEST: Deborah S. Traffenstedf,`"City Cle March, 2000. ick Hun -J , Mayor Resolution No. 2000 1705 Page 6 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) CITY OF MOORPARK ) ss. I, Deborah S. Traffenstedt, City Clerk of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 2000 -1705 was adopted by the City Council of the City of Moorpark at a meeting held on the is' day of March, 2000, and that the same was adopted by the following vote: AYES: Councilmembers Evans, Harper, Rodgers, Wozniak and Mayor Hunter NOES: None ABSENT: None ABSTAIN: None WITNESS my hand and the official seal of said City this 8`h day of May, 2000. �i kti S. {;t Deborah S. Traffenstedt,'City Clerk (seal)