Loading...
HomeMy WebLinkAbout98-34 - Water Revenue Refunding Bonds Issuance• RESOLUTION NO. 98-34 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, PURCHASE AGREEMENT AND OFFICIAL STATEMENT RELATING TO THE ISSUANCE OF THE CITY'S WATER REVENUE REFUNDING BONDS, SERIES 1998 AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Newport Beach (the "City ") is a chartered city (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the City Charter and the Constitution and laws of the State of California; and WHEREAS, the City Council of the City has previously adopted by ordinance Chapter 3.27 of the Newport Beach City Code, known as the City of Newport Beach Municipal Facilities Revenue Bond Code (the "Code ") authorizing the issuance of revenue bonds for certain "Enterprises" of the City, including the system of the City for the acquisition, storage, treatment and distribution of water; and • WHEREAS, pursuant to the Code, the City has previously issued its $17,100,000 Water Revenue Bonds, Series 1994 (Water Services Capital Improvement Program) (the "Prior Bonds ") to finance certain capital improvements to the City's water system identified in the documents relating to the Prior Bonds as the Project; and • WHEREAS, for the corporate purposes of the City, the City deems it necessary to issue at this time its Water Revenue Refunding Bonds, Series 1998 (Water Services Capital Improvement Program), in a principal amount of not to exceed Sixteen Million Dollars ($16,000,000) (the "Bonds "), and to use the proceeds of such Bonds to pay costs in connection with the issuance of the Bonds and to make certain other deposits as required in connection with the issuance of the Bonds and to refund the Prior Bonds; and WHEREAS, the purposes stated above will be accomplished by issuing at this time such bonds pursuant to the Indenture of Trust described below, the Code and this resolution of the City; and WHEREAS, the City has chosen to sell the Bonds at negotiated sale to Miller & Schroeder Financial, Inc. (the "Underwriter "); and WHEREAS, there have been prepared and submitted to this meeting forms of (1) a draft of the Indenture of Trust between the City and the Trustee, identified in Section 3, setting forth the terms of the Bonds (the "Indenture "); and 566289.2\22459.0006 -1- (2) a draft of the Escrow Agreement between the City, the Trustee and the trustee for the • Prior Bonds, providing for the defeasance of the Prior Bonds (the "Escrow Agreement "); and (3) a draft of a Continuing Disclosure Agreement between the City and the Trustee, as dissemination agent, relative to certain ongoing disclosure obligations of the City (the "Continuing Disclosure Agreement "); and (4) a draft of the Purchase Agreement between the City and the Underwriter providing for the sale of the Bonds (the "Purchase Agreement "); and (5) a draft of the Preliminary Official Statement to be used in connection with the sale of the Bonds (such Preliminary Official Statement in the form presented at this meeting with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein, as "Preliminary Official Statement"); and Wf1EREAS, the City now desires to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the issuance and sale of the Bonds; NOW, TBEREFORE, BE IT RESOLVED by the City of Newport Beach, as follows: Section 1. Subject to the provisions of Section 2 hereof, the issuance of the Bonds in the aggregate principal amount of not to exceed Sixteen Million Dollars ($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 Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the forms, will be subject to redemption, and will be as otherwise provided in the Indenture as the same will be completed as provided in this Resolution. The proceeds of the sale of the Bonds shall be applied as provided in the Indenture. Section 2. The Indenture, the Escrow Agreement and the Continuing Disclosure Agreement, in substantially the forms submitted at this meeting and made a part hereof as though set forth in frill herein, are hereby approved. The Mayor and the City Clerk of the City are hereby authorized and directed to execute and deliver the Indenture, the Escrow Agreement and the Continuing Disclosure Agreement in the forms presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the City Manager, said execution being conclusive evidence of such approval. Section 3. BNY Western Trust Company is hereby appointed to act as Trustee for the Bonds and the Mayor of the City, or his written designee, is hereby authorized to enter into agreements with said bank to provide such services. Section 4. The preparation of the Preliminary Official Statement relating to the Bonds is hereby approved in the form presented, and Miller & Schroeder Financial, Inc., as underwriter of the Bonds (the "Underwriter "), is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers in the form hereby approved, together with such conforming changes therein or additions thereto as are determined necessary by the City Manager, or required by Bond Counsel, to • make such Preliminary Official Statement deemed final as of its date, within the meaning of Rule 15c2- 12 of the Securities and Exchange Commission (the "Rule "). The City Manager is hereby authorized 566289.222459.0006 -2- and directed to execute a final Official Statement in substantially the form of the Preliminary Official • Statement, together with such changes therein and additions thereto as are deemed necessary by the City Manager, upon consultation with Bond Counsel, to make such Official Statement complete and accurate as of its date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the final Official Statement by the City Manager. The Underwriter is further authorized to distribute the final Official Statement to the purchasers of the Bonds upon its execution as described above. Section 5. The City Manager is authorized and directed to execute the Purchase Agreement with the Underwriter with such additions thereto and changes therein as may be approved by the City Manager, with the advice and consent of counsel to the City and Bond Counsel; provided that the Underwriters discount shall not exceed one and one -half percent (11/ %) of the principal amount of the Bonds and the present value of the debt service payments on the Bonds is at least one and one - quarter percent (1' / %) less then the present value of the debt service payments on the Prior Bonds (as set forth in writing by the Underwriter). Upon determining the final terms and conditions of the sale of the Bonds, the City Manager is hereby authorized to insert such terms and conditions in and approve the final form of the Purchase Agreement. Approval of such additions and changes shall be evidenced conclusively by the execution and delivery of the Purchase Agreement by the City Manager. Section 6. The Mayor of the City, the City Manager, the City Clerk of the City, and any other proper officer of the City, acting singly, are hereby authorized and directed to execute and deliver any and all documents and instruments relating to the Bonds, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, • the Official Statement, this Resolution and any related agreements. Specifically and without limiting the foregoing, the Finance Director is authorized and directed to solicit and accept bids for bond insurance for the Bonds, provided he determines acceptance of the best bid will result in further debt service savings, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. • Section 7. This Resolution shall take effect immediately upon its adoption. ADOPTED this 26th day of May, 1998. l i Mayor, City of Newport Beach ATTEST: c0� 1l. A'� NNI City Clerk, City of Newport Beach 566289.2\22459.0006 -3- J • STATE OF CALIFORNIA } COUNTY OF ORANGE } as. CITY OF NEWPORT BEACH } I, LEILANI V. INES, Deputy 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. 98.34, 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 26th day of May, 1998, and that the same was so passed and adopted by the following vote, to wit: Ayes: Thomson, Debay, O'Neil, Glover, Noyes, Mayor Edwards Noes: None Absent: Hedges Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 27th day of May, 1998. Deputy City Clerk Newport Beach, California