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HomeMy WebLinkAbout2008-94 - Issuance of Bonds for Assessment District 99-2RESOLUTION NO. 2008- 94 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING ISSUANCE OF BONDS AND APPROVING THE FORM OF CERTAIN BOND DOCUMENTS FOR ASSESSMENT DISTRICT NO. 99 -2 WHEREAS, this City Council, on September 23, 2008, ordered the acquisition of certain public works of improvement, namely, the conversion of certain overhead electrical and communication facilities to underground locations, together with appurtenances and appurtenant work, in a special assessment district designated as Assessment District No. 99 -2 (hereinafter referred to as the "Assessment District ") pursuant to the terms and provisions of the "Municipal Improvement Act of 1913 ", being Division 12 of the Streets and Highways Code of the State of California, as adopted and modified by Ordinance No. 2000 -17 of the City of Newport Beach (together, the "Improvement Act "); WHEREAS, this City Council adopted a final Assessment Engineer's Report for the Assessment District and ordered the assessments, as now itemized in the Assessment Engineer's Report upon the properties identified therein and on the assessment diagram, be confirmed and levied; WHEREAS, this City Council previously declared its intention to issue bonds against any unpaid assessments as certified by the City Treasurer, such bond issuance to be pursuant to the terms and provisions of the "Improvement Bond Act of 1915 ", being Division 10 of the Streets and Highways Code (the "Bond Act "); WHEREAS, this City Council desires to approve and authorize the sale and delivery of the bonds and to set forth the general terms and conditions relating to the authorization, sale, delivery, and administration of such bonds; WHEREAS, the bonds are to be sold by negotiated sale to Wedbush Morgan Securities pursuant to the provisions of a bond purchase contract (the "Bond Purchase Contract "); WHEREAS, the City of Newport Beach has caused to be prepared and filed with the City Clerk drafts of the Bond Purchase Contract, a bond indenture (the "Bond Indenture "), a preliminary official statement describing the Assessment District, the improvements, and the bonds (the "Preliminary Official Statement "), and an agreement to provide continuing disclosure of certain information contained in the Preliminary Official Statement (the "Disclosure Dissemination Agent Agreement"), which drafts have been reviewed by this City Council; 1 NOW, THEREFORE, it is hereby Resolved, Determined, and Ordered as follows: SECTION 1. Recitals. The above recitals are true and correct. SECTION 2. Bonds Authorized. Pursuant to the Bond Act, this Resolution and the Bond Indenture, limited obligation improvement bonds of the City for the benefit of the Assessment District and designated as "City of Newport Beach Assessment District No. 99 -2 Limited Obligation Improvement Bonds" (the "Bonds ") are hereby approved and authorized to be issued, sold and delivered. The Bonds shall be in an aggregate principal amount equal to the aggregate unpaid assessments in the Assessment District as certified by the City Treasurer. 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 Bonds shall be as provided in the Bond Indenture and Bond Purchase Contract. SECTION 3. Authorization and Conditions. The City Manager, Director of Administrative Services, City Treasurer, Finance Officer and such other officials of the City as may be designated by the City Council, or any of them (each an "Authorized Officer "), are hereby authorized and directed to execute and deliver the various documents and instruments described in this Resolution and the Bond Purchase Contract with such additions and changes as the Authorized Officer deems advisable, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of the aggregate unpaid assessments. 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 and review by the City Attorney and bond counsel. SECTION 4. Bond Indenture. The forrn of Bond Indenture with respect to the Bonds as presented to this City Council and on file with the City Clerk is hereby approved. The Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the City. SECTION 5. Official Statement and Continuing Disclosure Agreement. This City Council hereby approves the forms of Preliminary Official Statement and the Disclosure Dissemination Agent Agreement on file with the City Clerk. The Authorized Officer is authorized to approve corrections and additions to the Preliminary Official Statement and to certify on behalf of the City that the approved Preliminary Official Statement is final as of its date except for the omission of certain information as permitted by Section 240.15c2- 12(b)(1) of Title 17 of the Code of Federal Regulations. The Authorized Officer is further authorized and directed to cause the completion of the Preliminary Official Statement into the form of a final official statement (the "Final Official Statement ") and to execute a statement that the facts contained in the Final Official 2 Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue statement of a material fact or omit to state material facts required be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Authorized Officer shall take such further action as the Authorized Officer deems necessary or appropriate to verify the accuracy thereof. The form of Disclosure Dissemination Agent Agreement as presented to this City Council and on file with the City Clerk is hereby approved. Ttie Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the City. SECTION 6. Sale of Bonds. This City Council hereby authorizes and approves the sale of the Bonds by negotiated sale. The form of the Bond Purchase Contract as presented to this City Council and on file with the City Clerk is hereby approved and the Authorized Officer is hereby authorized and directed to sell and deliver the Bonds subject to the following conditions: the aggregate principal amount of the Bonds does not exceed the unpaid assessments within the Assessment District, the underwriter's discount does not exceed two percent (2 %), and the net interest rate on the bonds shall not exceed seven percent (7 %) per annum. SECTION 7. Bonds Prepared and Delivered. Upon the sale of the Bonds, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Bond Act and the Bond Indenture, and the Authorized Officer and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Contract and the Bond Indenture to complete all actions required to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the purchaser. SECTION 8. Annual Assessment Installments. A copy of the resolution confirming the assessments, which assessments shall constitute the security for the Bonds, shall be delivered to the City Treasurer, and the City Treasurer shall keep or cause to be kept the record showing the several installments of principal and interest on the assessments which are to be collected each year during the term of the bonds. An annual portion of each assessment, together with annual interest on the assessment, shall be payable in the same manner and at the same time and in the same installment as the general property taxes of the County of Orange and shall be payable and become delinquent at the same time and in the same proportionate amount. Each year the annual installments shall be submitted to the County Auditor for purposes of collection. 3 SECTION 9. Covenant to Initiate Foreclosure Proceedings. This legislative body does further specifically covenant for the benefit of the bondholders to commence and prosecute to completion foreclosure actions regarding delinquent installments of the assessments in the manner, within the time limits, and pursuant to the terms and conditions as set forth in the Bond Indenture as submitted and approved through the adoption of this Resolution. SECTION 10. Actions. All actions heretofore agents of the City with respect to the establishment and the sale and delivery of the Bonds are hereby ratified, and do any and certificates, the proper officers of the City are hereby all things and take any and all actions taken by the officers and of the Assessment District approved, confirmed and authorized and directed to and execute any and all agreements, contracts, and other documents, which they, or any of them, may aeem necessary or aavisawe in oraer to consummate the issuance, sale and delivery of the Bonds in accordance with Resolution, the Bond Indenture, the Bond Dissemination Agent Agreement, and any other document described in the documents Purchase Contract, lawful Bond Act, this the Disclosure certificate, agreement, contract, and herein approved. SECTION 11. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Newport Beach on the 12th day of November, 2008 by the following vote: AYES: Henn, Rosansky, Daigle, Webb, Curry, Gardner, Mayor Selich NOES: None ABSENT: None ABSTAIN: None ATTEST: CITY CLERK Ell STATE OF CALIFORNIA } COUNTY OF ORANGE } as. 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. 2008 -94 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 12th day of November 2008, and that the same was so passed and adopted by the following vote, to wit: Ayes: Henn, Rosansky, Daigle, Webb, Curry, Gardner, Mayor Selich Noes: None Absent: None Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 13th day of November 2008. (Seal) City Clerk Newport Beach, California