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HomeMy WebLinkAboutRES CC 2012 3088 2012 0215RESOLUTION NO. 2012 -3088 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA AUTHORIZING THE ISSUANCE OF REFUNDING SPECIAL TAX BONDS AND APPROVING AND AUTHORIZING RELATED DOCUMENTS AND ACTIONS FOR COMMUNITY FACILITIES DISTRICT NO. 97 -1 (CARLSBERG BUSINESS PARK PUBLIC IMPROVEMENTS) WHEREAS, this Council has conducted proceedings under and pursuant to Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311 of the California Government Code (the "Act'), to form Community Facilities District No. 97 -1 (Carlsberg Business Park Public Improvements) (the "CFD "), and, for the CFD authorized the levy of special taxes upon the land within the CFD, and to issue bonds secured by such special taxes the proceeds of which were used to finance certain public facilities (the "Facilities "), all as described in those proceedings; and WHEREAS, this Council heretofore in 1997 authorized, issued, sold and delivered its $7,645,000 City of Moorpark, Community Facilities District No. 97 -1 (Carlsberg Business Park Public Improvements) Special Tax Bonds (the "Prior Bonds ") to finance facilities necessary for development of property within the CFD; and WHEREAS, this Council now wishes to provide for the issuance of special tax refunding bonds (the "Refunding Bonds ") for the CFD to refund, in advance of their stated maturities, the Prior Bonds, and which refunding will result in a savings on the interest costs levied on properties in the CFD as part of the special taxes, and there have been submitted to this Council certain documents described below providing for the issuance of the Refunding Bonds and the use of the proceeds of those bonds, and this Council with the aid of its staff, has reviewed the documents and found them to be in proper order; 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 Refunding Bonds and the levy of the 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 MOORPARK DOES RESOLVE AS FOLLOWS: SECTION 1. Finding. This Council finds and determines that it would be prudent in the management of its fiscal affairs to issue the Refunding Bonds to refund the Prior Bonds and that such refunding will result in a lower overall interest cost to payers of special taxes of the CFD and reductions in scheduled annual special taxes. SECTION 2. Law Applicable. For the purposes of these proceedings in and for the CFD, the Act shall be the authority for the issuance of the Refunding Bonds. Resolution No. 2012 -3088 Page 2 SECTION 3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, (as hereafter defined) the bonds of the City for the CFD designated "City of Moorpark, Community Facilities District No. 97 -1 (Carlsberg Business Park Public Improvements), Special Tax Refunding Bonds, Series 2012" (the "Refunding Bonds ") in an aggregate principal amount not to exceed $6,000,000 are hereby authorized to be issued on the earliest date from the date hereof as the Finance Director of the City determines appropriate. The Refunding Bonds shall be dated and executed in the forms, be in the denominations, mature, be payable at the place and in the priorities and bear interest at the rates as set forth in and otherwise as provided in the Fiscal Agent Agreement (defined below) and the designated costs of issuing the Refunding Bonds (as defined in Section 53363.8 of the Act) shall not exceed the amount authorized therein. The Council hereby finds that the Refunding Bonds constitute "refunding bonds" within the meaning of the Act because the proceeds thereof will be used to refund the Prior Bonds. For the purposes of these proceedings for the issuance of the Refunding Bonds, the Council hereby preliminarily determines that the projected total net interest cost to maturity on such Refunding Bonds plus the principal portion thereof will be less than the total net interest cost to maturity of the Prior Bonds plus the principal amount thereof; the Refunding Bonds shall not be issued unless an interest rate minimum is obtained such that the parameter projected herein can actually be met upon issuance of the Refunding Bonds and the maturity dates of the Refunding Bonds shall not exceed the latest maturity date of the Prior Bonds. SECTION 4. Authorities Granted. The City Manager, Assistant City Manager, Finance Director or such other official of the City as may be designated by any such official (each an "Authorized Officer") are hereby separately authorized and directed to execute and deliver the documents and instruments herein specified in substantially the forms on file with the City Clerk, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with City's bond counsel, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Refunding Bonds, provided, however, that no additions or changes shall: (a) authorize an aggregate principal amount of Refunding Bonds in excess of $6,000,000; (b) result in an average interest rate on the Refunding Bonds in excess of 5.50% per annum or such greater amount permitted by applicable law at the time of the sale of the Refunding Bonds; or (c) result in an underwriter's discount in excess of 1.0% of the aggregate principal amount of the Refunding Bonds; or (d) result in a maturity of the Refunding Bonds in excess of the remaining term of the Prior Bonds. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the documents and instruments herein specified by the Authorized Officer. SECTION 5. Fiscal Agent Agreement. The proposed form of the Fiscal Agent Agreement between the City and U.S. Bank, National Association, as fiscal agent, (the "Agreement ") with respect to the Refunding Bonds, in the form on file with the City Clerk is hereby approved. The date, 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 Refunding Bonds shall be as provided in the Agreement as finally executed. The terms and provisions of the Resolution No. 2012 -3088 Page 3 Agreement, as finally executed, are incorporated herein by this reference as if fully set forth herein. The Authorized Officer is hereby authorized and directed to execute the Agreement on behalf of the City, subject to the savings parameter described in SECTION 3 hereof and subject to terms of Section 4 hereof. SECTION 6. Sale of Bonds. The form of agreement for the purchase of the Refunding Bonds (the "Bond Purchase Agreement ") between the City and Piper Jaffray & Co. (the "Underwriter') substantially in the form currently on file with the City is hereby approved. The Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement for the City, subject to the provisions of Section 3 hereof. The Council hereby finds and determines that the sale of the Refunding Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost to the City than would a competitively bid sale. SECTION 7. Bond Preparation and Delivery. Upon completion of the sale thereof, the Refunding Bonds shall be prepared, executed and delivered to the Fiscal Agent for authentication, all in accordance with the terms of the executed Bond Purchase Agreement. The Fiscal Agent, the Authorized Officers and other responsible officers of the City are hereby authorized and directed to take such actions as are required under the executed Bond Purchase Agreement and the Agreement to cause the delivery of the Refunding Bonds upon receipt of the purchase price thereof from the Underwriter. SECTION 8. Official Statement. The Council hereby approves the Official Statement describing the financing for the Refunding Bonds, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Authorized Officer. The Council approves and authorizes the distribution by the Underwriter of the Official Statement to prospective purchasers of the Refunding Bonds, and authorizes and directs an Authorized Officer on behalf of the City to deem "final," pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule "), the Official Statement prior to its distribution to prospective purchasers of the Refunding Bonds (the Official Statement, as so deemed final, being referred to as the "Preliminary Official Statement "). The execution of the final Official Statement, which shall include such changes and additions to the Preliminary Official Statement as may be permitted by the Rule and deemed advisable by the Authorized Officer and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule (the "Official Statement "), shall be conclusive evidence of the approval of the Official Statement by the City. SECTION 9. Continuing Disclosure. The Council hereby approves the form of the City's Continuing Disclosure Agreement with respect to the Refunding Bonds in substantially the form thereof attached to the Preliminary Official Statement. The Authorized Officer is hereby authorized and directed to complete and execute the Agreement on behalf of the City with such changes, additions, deletions as may be approved by an Authorized Officer in consultation with the City's bond counsel. SECTION 10. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the CFD and the Resolution No. 2012 -3088 Page 4 sale and issuance of the Refunding Bonds are hereby approved, confirmed and ratified, and the Authorized 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 Refunding Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer. This Council hereby determines and directs to be made any reductions in the annual levy of special taxes for the CFD in a manner consistent with that prescribed in the Act as a result of the savings achieved through the issuance of the Refunding Bonds. SECTION 11. Effectiveness. This resolution shall take effect from and after its adoption. Any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of the Refunding Bonds as herein described are hereby repealed. SECTION 12. Certification. 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 15th day of February, 2012 ATTEST: Maureen Benson, City Clerk J ice S. Pa in, Mayor Resolution No. 2012 -3088 Page 5 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) I, Maureen Benson, City Clerk of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 2012 -3088 was adopted by the City Council of the City of Moorpark at a regular meeting held on the 15th day of February, 2012, and that the same was adopted by the following vote: AYES: Councilmembers Mikos, Millhouse, Pollock, Van Dam, and Mayor Parvin NOES: None ABSENT: None ABSTAIN: None 2012. WITNESS my hand and the official seal of said City this 24th day of February, Maureen Benson, City Clerk (seal)