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HomeMy WebLinkAbout2012-56 - Authorize Issuance of Refunding BondsRESOLUTION NO. 2012-56 RESOLUTION OF THE COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE ISSUANCE OF REFUNDING BONDS AND APPROVING AND AUTHORIZING RELATED DOCUMENTS AND ACTIONS WHEREAS, the City Council (the "Council') of the City of Newport Beach (the "City ") has previously adopted its Resolutions of Tntention with respect to Assessment Districts 68, 69, 70, 74, 75, 78, 79, 82, 86, 92, 99 -2, 100, 101 and 103 pursuant to the Municipal Improvements Act of 1913, (Division 12 of the Streets and Highways Code of California (the "Districts "); and WHEREAS, by the Resolutions of Intention, the Council provided that bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California and reference to the Resolutions of Intention is hereby expressly made for further particulars; and WHEREAS, special assessment bonds were previously issued and delivered, for each of the Districts (the "Prior Bonds "); and WHEREAS, the outstanding Prior Bonds are secured by the unpaid assessments on properties in the Districts; and WHEREAS, the public interest requires the refunding of the Prior Bonds and this City Council intends to accomplish the refunding through the levy of reassessments and the issuance of refunding bonds upon the security thereof; WHEREAS, on June 26, 2012, the Council adopted a "Resolution of Intention to Levy Reassessments and to Issue Refunding Bonds" (the "Resolution of Intention to Levy Reassessments "), in and for the City of Newport Beach Reassessment District No. 2012, whose boundaries include all of the Districts, and has thereafter conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of California (the "Act "); and WHEREAS, the proceedings under the Act and the Resolution of Intention to Levy Reassessments are now completed, a list of unpaid reassessments (the "List of Unpaid Reassessments ") is on file with the City Clerk, and this Council wishes to provide for the issuance of refunding improvement bonds hereinafter described and defined as the "Refunding Bonds" on the security of such unpaid reassessments pursuant to the Act; and WHEREAS, the propose of the issuance of the Refunding Bonds shall be to refund and redeem the Prior Bonds; and WHEREAS, there has been submitted to this Council an agreement (the "Fiscal Agent Agreement') providing for the issuance of the Refunding Bonds by the City for the District, and the City Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Refunding Bonds; and WHEREAS, there has been presented to this Council an escrow agreement, relating to each of the Prior Bonds (the "Escrow Agreement'), which will be used to refund and redeem the Prior Bonds and the Council now desires to approve such Escrow Agreement in connection with the refunding of the Prior Bonds; and WHEREAS, there has been a Request and Summary of Terms and Conditions (the "Bid Request'); and WHEREAS, in response to the Bid Request, Compass Mortgage Bank (the "Purchaser ") offered the lowest cost of borrowing in connection with the sale on a direct placement basis of the Refunding Bonds; and WHEREAS, there has been presented to this Council the List of Unpaid Reassessments showing the unpaid reassessments upon the security of which the Refunding Bonds shall be issued, and this Council, with the aid of City staff, has reviewed and considered the List of Unpaid Reassessments; 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 reassessments 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 Council of the City of Newport Beach does hereby RESOLVE, as follows: 1. Unpaid Reassessments. The reassessments that remain unpaid are as shown on the List of Unpaid :Reassessments, which is hereby approved and incorporated herein by this reference. The total amount of the unpaid reassessments is $13,583,436.43. For a particular description of the lots, pieces and parcels of land bearing the respective reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the reassessment diagram, and any amendments thereto approved by this Council, all as recorded in the office of the official who is the Superintendent of Streets of the City. 2. Refunding Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, refunding improvement bonds of the City for the District designated as "Limited Obligation Improvement Bonds Reassessment District No. 2012" (the "Refunding Bonds ") in an aggregate principal amount of not to exceed $13,583,436.43 are hereby authorized to be issued. 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, covenants and conditions of the Refunding Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. 3. Authorization and Conditions. The Mayor, the City Manager, the Director of Public Works, the Finance Director, the Deputy Finance Director, the City Engineer, the City Clerk, the City Attorney or any other officer or employee authorized by the City Council or by any of the foregoing individuals to undertake any action referenced in this Resolution (each, an "Authorized Officer ") is hereby authorized and directed to execute and deliver the various documents and instruments described in this Resolution, provided that no additions or changes shall authorize an 2 aggregate principal amount of Refunding Bonds in excess of $13,583,436.43, a final maturity date of the Refunding Bonds after September 2, 2025, a stated interest rate on the Refunding Bonds in excess of 3% per annum maximum rate. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by an Authorized Officer, upon consultation with Stradling Yocca Carlson & Rauth, A Professional Corporation, the City's bond counsel ( "Bond Counsel "), Fieldman, Rolapp and Associates, Inc., the City's financial advisor (the "Financial Advisor "), and Southwest Securities, the City's placement agent (the "Placement Agent "). 4. Fiscal Agent Agreement. The proposed form of Fiscal Agent Agreement with respect to the Refunding Bonds, dated as of July 1, 2012, by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent Agreement"), is hereby approved. Each of the Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the City, subject to Section 3 above. 5. Escrow Agreement. The refunding of the Prior Bonds with the proceeds of the Refunding Bonds and other available moneys, in accordance with the provisions of the documents pursuant to which such Prior Bonds were sold and delivered, and pursuant to the Escrow Agreement is hereby approved, and the form of Escrow Agreement by and between the City and U.S. Bank National Association, as escrow agent, in the form presented to this Council at this meeting is hereby approved. Each of the Authorized Officers is hereby authorized and directed to cause the same to be completed and executed on behalf of the City. 6. Bid Request. The Council hereby ratifies the distribution of the Bid Request. 7. Sale of Refunding Bonds. The sale of the Refunding Bonds to the Purchaser in conformance with the Commitment Letter and Summary of Terms and Conditions for Direct Purchase dated June 6, 2012 (the "Commitment Letter ") is hereby ratified and approved subject to Section 3 above and each of the Authorized Officers is hereby authorized and directed to enter into and execute an agreement with the Purchaser relating to the purchase of the Refunding Bonds in form and substance satisfactory to Bond Counsel, the Financial Advisor and the Placement Agent. 8. Refunding Bonds Prepared and Delivered. Upon the sale of the Refunding Bonds to the Purchaser, the Refunding Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Fiscal Agent Agreement, and each of the Authorized Officers is hereby authorized and directed to take such actions as are required under the Fiscal Agent Agreement or the agreement with the Purchaser (if any) to complete all actions required to evidence the delivery of the Refunding Bonds upon the receipt of the purchase price thereof from the Purchaser. 9. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Reassessment District and the sale and issuance of the Refunding Bonds, including but not limited to the distribution of the Bid Request and acceptance of the Commitment Letter, are hereby approved, confirmed and ratified, and 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 any and all certificates, agreements, contracts, 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, the Fiscal Agent Agreement and any certificate, agreement, contract, and other document described in the documents herein approved. E 10. Effective Date. This resolution shall take effect from and after its adoption. ADOPTED, SIGNED AND APPROVED this 26`h day of June, 2012. Mayor of the CifVofNewport Beach ATTEST: City Clerk of the City of Newport Beach STATE OF CALIFORNIA } COUNTY OF ORANGE } ss. CITY OF NEWPORT BEACH } I, Leilani I. Brown, 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. 2012 -56 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 26'h day of June, 2012, and that the same was so passed and adopted by the following vote, to wit: Ayes: Curry, Selich, Daigle, Mayor Gardner Noes: None Recused: Hill, Rosansky, Henn IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 27'h day of June, 2012. e�6 4 *,-- City Clerk ° Newport Beach, California (Seal)