HomeMy WebLinkAboutAGENDA REPORT 1985 1104 CC REG ITEM 08F rgr._
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ALBERT PRIETO STEVEN KUENY
Mayorp�C4�\ City Manager
JAMES D. WEAK oP� °9q CHERYL J. KANE
Mayor Pro Tens F� City Attorney
THOMAS C. FERGUSON 140�� NIALL FRITZ
Councilmember • ,`tip Director of
DANNY A. WOO!ARD r- , ®° Community
Councilmember so,/ Development
LETA YANCY-SUTTON Nr.„
�� R. DENNIS DELZEIT
Councilmember City Engineer
DORIS D. BANKUS JOHN V. GILLESPIE
City Clerk Chief of Police
JOHN C. GEDNEY
City Treasurer
MEMORANDUM
TO: The Honorable City Council
FROM: Steven Kueny, City Manager 5
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DATE: June 12, 1985
SUBJECT: Resolution of Intention for Issuance of Industrial
Development Bonds for Kavlico Corporation
BACKGROUND:
The City was previously approached by two (2) companies, Kenney Manu-
facturing company and Kavlico Corporation, concerning the issuance of
Industrial Development Bonds (IDB) . Kenney' s request was subsequently
handled by the County of Ventura. The City Council, on March 14, 1985,
adopted Ordinance No. 38, declaring the need for an Industrial Develop-
ment Authority and further declaring the City Council to be said
authority.
The IDB financing provides the City the ability to offer the same type
of financing as do many other jurisdictions in the County and the State.
There is no obligation on the part of the City to approve the land use
actions needed for the project or to issue bonds. The applicant will
also bear all costs related to the issue.
DISCUSSION:
Kavlico has submitted an application for industrial development bond
financing in the amount of $9, 500, 000. 00 . This is an increase from
their initial estimate of $7 , 000 , 000 . 00. In any event, as previously
reported, Moorpark does not have a 1985 allocation for this type of
financing. Our 1986 allocation is estimated at about $1, 000, 000. 00.
The City will need to secure the requested allocation from the County
of Ventura, the State, or unused allocations from other cities or
counties. The proposed applicant is currently exploring possible
sources for receiving an allocation.
799 Moorpark Avenue Moorpark, California 93021 (805)529-6864
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The Honorable City Council
June 12, 1985
Page 2
Re: Industrial Development Bonds
City staff will also need assistance to process the application for the
IDB financing. The attached agreement provides for reimbursement by
the applicant for this purpose. The agreement includes both the City and
Authority as separate entities. Assistance could come from either
Ventura County or the private sector.
The proposed Resolution of Intention does not bind the City or
Authority for any project commitments . It will allow the applicant
to include subsequent costs in the amount ultimately proposed to be
financed by the IDB.
RECOMMENDED ACTION:
1. Authority adoption of Resolution No. 1, Appointing Officers,
Setting Compensation and Adopting Rules of Procedures
2. Joint City and Authority approval of Agreement with Kalvico
Corporation for Reimbursement of Costs
3. Authority Adoption of Resolution No. 2 of Intent to Provide
Issuance of Bonds to Provide Industrial Facilities for Kavlico
Corporation
4. Direct Staff to work with applicant to obtain allocation for
private activity bond issuance from the California Debt Limit
Allocation Committee
5. Return to the Council and Authority with a recommendation for
consultant services to assist in processing Kavlico application
attachments
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RESOLUTION NO. 1
A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF MOORPARK, CALIFORNIA,
APPOINTING OFFICERS, SETTING COMPENSATION
FOR OFFICERS, AND ADOPTING RULES OF PROCEDURE
FOR MEETINGS AND RELATED FUNCTIONS AND ACTIVITIES
WHEREAS, City of Moorpark Ordinance No. 38 established
the Industrial Development Authority of the City of Moorpark and
declared the City Council to be the Board of Directors of said
Authority; and
WHEREAS, the California Industrial Development Financing
Act, commencing with Section 91500 of the Government Code, sets forth
the exercise of powers by the directors of the Authority;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF MOORPARK, CALIFORNIA, DOES
RESOLVE AS FOLLOWS:
SECTION 1. The Mayor of the City shall be Chairperson
of the Authority; the Mayor Pro Tempore shall be the Vice-Chairperson
of the Authority; the City Clerk shall be the Secretary of the Authority;
the City Manager shall be the Executive Director and the Treasurer of
the Authority; and the City Attorney shall be Legal Counsel for the
Authority.
SECTION 2. No compensation shall be paid to the respective
officers of the Authority, except for the Legal Counsel. Payment to
the Legal Counsel shall be consistent with the terms and conditions
of the Agreement for City Attorney Services.
SECTION 3 . All officers of the Authority shall serve
for an indefinite term, concurrent with their respective service to
the City.
SECTION 4. The Rules of Procedure for Meetings and
related functions and activities shall follow the procedures set forth
in City of Moorpark Resolution No. 85-160.
SECTION 5. This resolution shall take effect immediately.
PASSED AND ADOPTED this 17th day of June, 1985.
Chairman
ATTEST:
Secretary
AGREEMENT
THIS AGREEMENT, made and entered into this 17th day of
June, 1985, by and between KAVLICO CORPORATION, a California
Corporation, hereinafter referred to as "Developer" , and the CITY
OF MOORPARK, a municipal corporation, hereinafter referred to as
"City" , and the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
MOORPARK, hereinafter referred to as "Authority" :
-- WITNESSETH -
WHEREAS, Developer is interested in financing development
for industrial uses as permitted in Section 91503 of the California
Industrial Development Financing Act, hereinafter referred to as
"Project" , through the issuance of industrial revenue bonds,
referred to as "Bonds" , subject to the conditions set forth herein;
and
WHEREAS, City and Authority are willing to assist
developer in securing Bond financing for the Project, subject to the
conditions set forth herein; and
WHEREAS, City employees and agents will act on behalf of
Authority to meet the obligations of the Authority;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Developer does hereby approve and request that the
City, on behalf of the Authority, contract with Ventura County
and/or private firms to perform services and functions related to
the issuance and administration of Bonds —E y.
2. Developer agrees to pay all costs involved in the
issuance of the Bonds, including by way of example, and not limitation,
fees and disburse is of bond counsel, City Attorney, underwriters or
financial advisors,, it ' and County staff, includin Any out of pocket
expenses, and any other consultants engaged by th i , County, or
by the Developer, bond printing and other printing costs, publication
costs, filing fees, and costs incurred in order to obtain a rating
for the Bonds. Such costs may be paid from proceeds of sale of the
Bonds, but in the event that the Bonds are not issued for any reason,
the Developer agrees to pay all of such costs and assume the iy' s
obligations, if any, for payment of such costs. aw a s cr.
3. Developer agrees to pay the cost of preparation of
any studiruorts or other documents necessary to be prepared by
or for they to comply with the California Industrial Development
Financing Act and any other applicable Federal, State or local law,
regulations or requirement.
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4. Developer is aware that the City does not have a
current allocation for the issuance of Bonds and agrees to assist
City and Authority in securing the allocation needed for the
requested Project.
5. The Developer agrees to pay any and all costs incurred
by the City and Authority, including without limitation, legal,.
expenses and the amount of any judgment or settlement which follows
proceedings _ . _ - . - :- . - _ -- : •.-vity to
p ticijaa e., in connection with any legal action challenging the
issuance or validity of the Bonds or use of the proceeds thereof.
6. Developer agrees to reimburse the City and Authority
for all costs which it incurs in the preparation, administration and
coordination of this agreement, contracts with consultants and any
other services, including, by way of example and not limitation, the
City Attorney and other City staff members.
7. In consideration of Authority proceeding with the
issuance of Bonds, the Developer agrees t �•de ,'n
.�ositi �
th the City, 4
on behalf of the Authority, the sum of ml,tiJ ^"�A} „ Dollars ($3, 000. 00)
on or before June 21, 1985,, to be separately accounted for by the
City for payment of the above referenced costs. Developer agrees that
City and Authority will not be responsible for paying interest on an
unused portion of the above sum, and Developer further agrees to
deposit with City, on behalf of the Authority, any additional funds
that may be necessary to complete issuance of Bonds.
8 . City agrees to refund to Developer any unused portion
of any deposits within sixty (60) calendar days after issuance of
Bonds or termination of proceedings to issue Bonds.
9 . Authority agrees to proceed, and to direct bond counsel
to proceed, with the planning and preparation of the necessary pro-
ceedings for the offering of the Bonds for sale to finance the Develop-
ment. The Developer understands that this Agreement does not exempt
it from any requirements of the City or any department or agency
thereof or other governmental body that would apply in the absence
of the proposed Bond financing, including, but not limited to,
compliance with the California Environmental Quality Act and approval
of required land use related actions, and that compliance with such
requirements is an express precondition to the issuance of the Bonds
by the Authority.
ifele-to- O °� G�te'
10. Developer further understands and agrees that
he
issuance of any Bonds by the Authority ntin a upon+
and Authority being satisfied with all ent rms an co itions
of the Bonds and the issuance thereof and being satisfied that such
issuance is in the best interests of the City and Authority, and/or
any other person if the Authority shall determine for any reason not
to issue the Bonds.
11. City or Authority may terminate this Agreement upon
giving a seven (7) day written notice, and Developer may terminate
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this Agreement upon giving a thirty (30) day written notice.
Following termination, no further costs shall be attributable to
the issuance of Bonds and the Developer shall deposit any additional
funds needed to cover City and/or Authority costs.
12. Should either party hereto institute any action or
proceeding of any nature whatsoever in a court of law, equity, or
otherwise to enforce any provision of this Agrement or for a
declaration of such party' s rights or obligations hereunder, or for
any other remedy, the prevailing party shall be entitled to receive
from the losing party its costs, including such amount as the Court
or arbitration panel may adjudge to be reasonable attorney' s fees for
the services rendered the party finally prevailing in any such action
or proceeding. Unless judgment goes by default, the attorney fee
award shall not be computed in accordance with any court schedule,
but sh ll be su.2h as to fully reimburse the prevailing party for all
its/theirAa` orney' s fees actually incurred in good faith.
13. This a em nt is made, entered into, executed
and is to be performed 'n Moorpark, Ventura County, California,
and any action filed in any court or for arbitration for the inter-
pretation, enforcement and/or otherwise of the terms, covenants and
conditions referred to herein shall be filed in the applicable court
in Ventura County, California.
14. The Moorpark City Manager shall be the City' s agent
with respect to review, coordination, and approval of the services
to be performed pursuant to this agreement.
15. Developer agrees to indutp,ify, save, ke and hold
harmless City and Authority and all of ' officers niemployees
from all claims, actions, suits, damages, costs, or expenses in law
or equity, including costs of suit and expenses for legal services,
that may at any time arise or be set up because of damage to property
or injury or death to persons received or suffr�ed reason of, or
arising out of, any actVn° `f e part of Develop'ern rd to any
- " - - - --- :-.t. e - - City or Authority beh a' F of
Developer pursuant to the terms of this agrement.
16 . Any notice to be given hereunder by either party to.
the other shall be effected either by personal delivery in writing
or by certified mail, postage prepaid, return receipt requested.
Mailed notices shall be addressed to City in care of City Manager,
799 Moorpark Avenue, Moorpark, California 93021, and to Developer,
Kavlico Corporation, j0,0869 Plummer Street, Chatsworth, California 91311,
but each party may change the address by written notice in accordance
with this Section. Notices delivered personally will be deemed served
as of actual receipt; mailed notices will be deemed served as of the
second (2nd) day after mailing.
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17. This Agreement sets forth the entire understanding
and agreement of the parties, and may be modified only by an
agreement in writing executed by the parties hereto.
18 . The covenants and agreements herein contained are
binding on the parties hereto, their legal representatives,- heirs,
successors and assigns.
IN WITNESS WHEREOF, the .parties hereto have executed
this Agreement on the day of June, 1985.
CITY OF MOORPARK,
a Municipal Corporation
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Mayor/Chairperson
I T Y // A U--T H
ATTEST: �o����-�
. f4"1:16-1
61. nt-awec-ukr-
City Clerk/Secretary
(SEAL)
KAVLICO CORPORATION,
a California Corporation
By:
Title:
And by:
Title:
DEVELOPER
(SEAL)
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