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HomeMy WebLinkAbout2001-62 - CIOSA Special Tax Refunding BondsRESOLUTION NO. 2001- 62 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF NEWPORT BEACH SPECIAL IMPROVEMENT DISTRICT NO. 95 -1 (CIOSA) SPECIAL TAX REFUNDING BONDS, SERIES A, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE, AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT AND THE PREPARATION OF AN OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO WHEREAS, the City Council (the "City Council ") of the City of Newport Beach (the "City ") has formed the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) (the "District') under the provisions of the City of Newport Beach Special Improvement District Financing Code (the "Code "); WHEREAS, the City Council is authorized under the Code to levy special taxes (the "Special Taxes ") to pay for the costs of certain public facilities and to authorize the issuance of bonds payable from the Special Taxes; WHEREAS, the City has previously issued the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) Special Tax Bonds, Series A, presently outstanding in the aggregate principal amount of $5,930,000 (the "Series A Prior Bonds "), and the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) Special Tax Bonds, Series B, presently outstanding in the aggregate principal amount of $8,925,000 (the "Series B Prior Bonds" and, together with the Series A Prior Bonds, the "Prior Bonds "); WHEREAS, in order to achieve debt service savings, the City desires to refund the Prior Bonds; WHEREAS, in order to provide a portion of the moneys required to refund the Prior Bonds, the City desires to authorize the issuance of the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) Special Tax Refunding Bonds, Series A (the "Series A Bonds "), in the aggregate principal amount of not to exceed $16,000,000; WHEREAS, in order to provide for the authentication and delivery of the Series A Bonds, to establish and declare the terms and conditions upon which the Series A Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the City proposes to enter into an Indenture with U.S. Trust Company, National Association, as trustee (the "Trustee ") (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Indenture "); WHEREAS, the funds to pay the principal of and interest on the Prior Bonds through the respective redemption dates thereof will be applied to such purpose pursuant to an Escrow Agreement by and between the City and U.S. Trust Company, National Association, as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Escrow Agreement "); WHEREAS, the City has determined that securing the timely payment of the principal of and interest on all or a portion of the Series A Bonds by obtaining a bond insurance policy with respect thereto could be economically advantageous to the City; WHEREAS, Stone & Youngberg LLC (the "Underwriter") has presented the City with a proposal, in the form of a Purchase Contract, to purchase the Series A Bonds from the City (such Purchase Contract, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract "); WHEREAS, Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934 ( "Rule 15c2 -12') requires that, in order to be able to purchase or sell the Series A Bonds, the Underwriter must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Series A Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement with the Trustee (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Agreement "); WHEREAS, there have been prepared and submitted to this meeting forms of (a) the Indenture; (b) the Escrow Agreement; (c) the Purchase Contract; (d) the Continuing Disclosure Agreement; and (e) the Preliminary Official Statement to be used in connection with the offering and sale of the Series A Bonds (such Preliminary Official Statement in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement'); and WHEREAS, the City desires to proceed to issue and sell the Series A Bonds and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Series A Bonds; NOW, THEREFORE, BE IT RESOLVED, by the City Council the City of Newport Beach, as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Series A Bonds, in the aggregate principal amount of not to exceed $16,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Series A Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be issued in the form, and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution- Section 2. The Indenture, in substantially the form submitted to this meeting and made a part hereof as though set forth herein, be and the same is hereby approved. The Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager of the City and the Director of Administrative Services of the City (the "Authorized Officers ") are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Series A Bonds in excess of $16,000,000, shall not result in a final maturity date of the Series A Bonds later than September 1, 2022 and shall not result in a true interest cost for the Series A Bonds in excess of 5.75 %. Section 3. The refunding of the Prior Bonds is hereby approved. Such refunding shall be accomplished by (a) paying the principal of and interest on the Series A Prior Bonds to and including September 1, 2005, (b) redeeming the Series A Prior Bonds on September 1, 2005 by paying the redemption price therefor, (c) paying the principal of and interest on the Series B Prior Bonds to and including September 1, 2007, and (d) redeeming the Series B Prior Bonds on September 1, 2007 by paying the redemption price therefor. Section 4. The Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Escrow Agreement by such Authorized Officer. Section 5. The Purchase Contract, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Contract by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Series A Bonds in excess of 1.0% of the aggregate principal amount of the Series A Bonds. Section 6. The Continuing Disclosure Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Continuing Disclosure Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer. Section 7. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series A Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to certify to the Underwriter that the Preliminary Official Statement has been "deemed final' for purposes of Rule 15c2 -12. Section 8. The preparation and delivery of a final Official Statement (the "Official Statement "), and its use in connection with the offering and sale of the Series A Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the City. Section 9. The Authorized Officers are each hereby authorized and directed to apply for municipal bond insurance for the Series A Bonds, to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated interest component savings with respect to the Series 2001 Bonds and to execute and deliver a contract for such insurance. Section M. The Authorized Officers and the officers and employees of the City are, and each of them is, hereby authorized and directed, for and in the name of the City, to do any and all things and to execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 11. All actions heretofore taken by the officers and employees of the City with respect to the District or the issuance and sale of the Series A Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 12. This Resolution shall take effect immediately upon its adoption. APPROVED AND ADOPTED by the City Council of the City of Newport Beach on July 10, 2001. Garold B. Adams, Mayor ATTEST: LaVonne M. Harkless, City Clerk STATE OF CALIFORNIA ) COUNTY OF ORANGE ) I, LaVonne M. Harkless, City Clerk of the City of Newport Beach, California hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on July 10, 2001, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES: COUNCILMEMBERS: Heffernan, O'Neil, Ridgeway, Glover, Bromberg, Proctor, Mayor Adams NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None An agenda of said meeting was posted at least 72 hours before said meeting at 3300 Newport Boulevard, Newport Beach, California, a location freely accessible to members of the public, and a brief general description of said Resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: c. , 2001 LaVonne M. Hazkless, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } ss. CITY OF NEWPORT BEACH } I, LAVONNE M. HARKLESS, City Clerk of the City of Newport Beach, California, do hereby certify that the whole number of members of the City Council is seven; that the foregoing resolution, being Resolution No. 2001 -62 was duly and regularly introduced before and adopted by the City Council of said City at a regular meeting of said Council, duly and regularly held on the 10th day of July, 2001, and that the same was so passed and adopted by the following vote, to wit: Ayes: Heffernan, O'Neil, Ridgeway, Glover, Bromberg, Proctor, Mayor Adams Noes: None Absent: None Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 11th day of July, 2001. (Seal) City Clerk Newport Beach, California