HomeMy WebLinkAbout2019-62 - Authorizing and Providing for the Issuance of Bonds Pursuant to the Provisions of the Improvement Bond Act of 1915 for City of Newport Beach Assessment District No. 116 and Approving Certain Documents and Authorizing Certain Actions in ConnectioRESOLUTION NO. 2019-62
A RESOLUTION OF THE CITY COUNCIL OF CITY OF
NEWPORT BEACH, CALIFORNIA, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF BONDS PURSUANT
TO THE PROVISIONS OF THE IMPROVEMENT BOND ACT
OF 1915 FOR CITY OF NEWPORT BEACH ASSESSMENT
DISTRICT NO. 116 AND APPROVING CERTAIN
DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the City Council of the City of Newport Beach ("City") has taken
proceedings under the Municipal Improvement Act of 1913, Division 12 of the California
Streets and Highways Code ("Code"), for the formation of City of Newport Beach
Assessment District No. 116 ("Assessment District") and has confirmed an assessment
in the amount of One Million Nine Hundred Twenty -Five Thousand Dollars and 00/100
($1,925,000.00), which assessment and a related diagram were recorded in the office of
the City's Public Works Director, acting as the Superintendent of Streets, and with the
County Recorder of the County of Orange, State of California;
WHEREAS, a notice of assessment, as prescribed in Code Section 3114, has
been recorded with the County Recorder of the County of Orange, State of California,
whereupon the assessment attached as a lien upon the property assessed within the
Assessment District as provided in Section 3115 of the Code;
WHEREAS, said proceedings provide that bonds ("Bonds") will be issued pursuant
to the Improvement Bond Act of 1915, Division 10 of the Code ("Act") to represent and be
secured by the unpaid assessments on the parcels within the Assessment District;
WHEREAS, the City Council desires to delegate to the City Manager the authority
to determine the amount of unpaid assessments upon the security of which such Bonds
are to be issued in an amount not to exceed the unpaid assessments;
WHEREAS, it is necessary and desirable that the City sell the Bonds to be issued
to represent a portion of the unpaid assessments and that the Bonds be issued primarily
to finance the undergrounding of utilities within the Assessment District;
Resolution 2019-62
Page 2 of 5
WHEREAS, there has been presented to the City Council the forms of a Fiscal
Agent Agreement between the City and U.S. Bank National Association, as Fiscal Agent
("Fiscal Agent Agreement"), a Continuing Disclosure Agreement by and between the City
and Digital Assurance Certification, LLC ("Continuing Disclosure Agreement"), a Bond
Purchase Agreement to be entered into between the City and Stifel, Nicolaus & Company,
Incorporated ("Underwriter"), as the purchaser of the Bonds ("Bond Purchase
Agreement"), and the form of a Preliminary Official Statement for the Bonds ("Preliminary
Official Statement"); and
WHEREAS, the City desires to approve the forms of the Fiscal Agent Agreement,
the Continuing Disclosure Agreement and the Bond Purchase Agreement; to authorize
the issuance of the Bonds and the sale thereof to the Underwriter on the terms approved
hereby; to authorize the mailing of the Preliminary Official Statement to prospective
purchasers of the Bonds and to authorize the officers of the City to take all actions
required for the issuance of the Bonds.
NOW, THEREFORE, the City Council of the City of Newport Beach resolves as
follows:
Section 1. The recitals provided in this resolution are true and correct and are
incorporated into the operative part of this resolution.
Section 2. The Fiscal Agent Agreement is approved in substantially the form
presented to the City Council. The Mayor, the City Manager and the Finance Director,
acting as Treasurer of the Assessment District, and their written designee(s) ("Authorized
Officers"), are authorized and directed to execute, and the City Clerk, or his or her written
designee(s), is authorized to attest to, the Fiscal Agent Agreement substantially in the
form approved with such additions thereto and changes therein as the officer or officers
executing the Fiscal Agent Agreement deem necessary to cure any ambiguity or defect
therein, to insert the offering price(s), interest rate(s), selling compensation, principal
amount per maturity, redemption dates and prices and such other related terms and
provisions of the Bonds, or to conform any provisions therein to the Bond Purchase
Agreement and the Official Statement, or as required by the City Attorney, and the City's
Bond Counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation ("Bond
Counsel"). Approval of such changes shall be conclusively evidenced by the execution
and delivery of the Fiscal Agent Agreement by one or more Authorized Officers.
Resolution 2019-62
Page 3 of 5
Section 3. Bonds in an aggregate principal amount not to exceed One Million
Five Hundred Seventy -Eight Thousand Five Hundred Ninety -Six Dollars and 44/100
($1,578,596.44) representing a portion of the amount of the unpaid assessments as
determined by the City Manager shall be issued pursuant to the provisions of the Act upon
the security of unpaid assessments levied within the Assessment District and as set forth
in the Fiscal Agent Agreement. The Bonds shall be dated, be in such aggregate principal
amount, bear interest at such rates, and mature on such dates and in such amounts as
are set forth in the Bond Purchase Agreement upon the execution and delivery thereof in
accordance with Section 7 below. The Bonds shall be issued substantially in the form of
bonds set forth in the Act, except as such form may vary from the terms and conditions
set forth in this Resolution and the Fiscal Agent Agreement. The principal amount of the
Bonds to be sold will be determined by the City Manager, the Finance Director, or their
designee(s).
Neither the faith and credit nor the taxing power of the City, the County of Orange,
the State of California or any political subdivision thereof is pledged to the payment of the
Bonds. The City is not obligated to advance available funds from the City treasury to the
Redemption Fund in the event of a delinquency in the payment of an assessment
installment or installments. The Bonds are not general obligations of the City; they are
limited obligations payable solely from the funds specified in the act and the Fiscal Agent
Agreement.
The Bonds are being issued in compliance with the City's Debt Management
Policy, additional information relating to the Bonds is set forth in Exhibit A attached hereto
and incorporated herein by reference.
Section 4. The provisions of Part 11.1 (commencing with Section 8760) of the
Act, providing an alternative procedure for the division of land and the Bonds, shall apply.
Section 5. The Continuing Disclosure Agreement is approved in substantially
the form presented to the City Council; and each Authorized Officer is hereby authorized
and directed, for and in the name of and on behalf of the City, to execute, and the City
Clerk, or her written designee(s), to attest to and deliver to Digital Assurance Certification,
LLC, as Dissemination Agent, the Continuing Disclosure Agreement substantially in the
form hereby approved, with such additions thereto and changes therein, including the
selection of an alternate Dissemination Agent from time to time, as may be approved by
the Authorized Officer executing such agreement or required by the City Attorney or Bond
Counsel, such approval or requirement to be conclusively evidenced by the execution
and delivery of the Continuing Disclosure Agreement.
Resolution 2019-62
Page 4 of 5
Section 6. The form of the Preliminary Official Statement presented at this
meeting is hereby approved, and the Underwriter is hereby authorized to distribute the
Preliminary Official Statement to prospective purchasers of the Bonds in the form hereby
approved, together with such additions thereto and changes therein as are determined
necessary by the City Manager or the Finance Director, or the written designee of either,
to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-
12 of the Securities and Exchange Commission, including, but not limited to, such
additions and changes as are necessary to make all information set forth therein accurate
and not misleading. Each of the Authorized Officers is hereby authorized to execute a
final Official Statement in the form of the Preliminary Official Statement, together with
such changes as are determined necessary by the City Manager, or his written designee,
to make such Official Statement complete and accurate as of its date. The Underwriter
is further authorized to distribute the final Official Statement for the Bonds and any
supplement thereto to the purchasers thereof upon its execution by one of the Authorized
Officers.
Section 7. Subject to Section 3 hereof, the sale of the Bonds to the Underwriter
is hereby approved provided that (a) the Underwriter's discount, exclusive of original
issue discount, shall not exceed one and seventh -tenths percent (1.7%) of the original
aggregate principal amount of the Bonds, (b) the interest rates on the Bonds shall not
exceed five percent (5.0%) per annum, and (c) the final principal amounts, discount and
interest rates for the Bonds shall have been approved by the City Manager of the Finance
Director, acting as Treasurer; and, subject to such approval, any one of the Authorized
Officers is hereby authorized and directed to evidence the City's acceptance of the offer
made by executing and delivering to the Underwriter a Bond Purchase Agreement
substantially in the form hereby approved with such additions thereto and changes therein
as may be approved by the Authorized Officer executing the agreement, or required by
City Attorney or Bond Counsel, such approval or requirement to be conclusively
evidenced by the execution and delivery of the Bond Purchase Agreement.
Section 8. The Fiscal Agent is hereby authorized and directed to authenticate
the Bonds and to deliver them to The Depository Trust Company on behalf of the
Underwriter upon payment of the purchase price thereof.
Section 9. The officers of the City are hereby authorized and directed, jointly
and severally, to do any and all things and to execute and deliver any and all documents
which they may deem necessary or advisable in order to consummate the sale and
delivery of the Bonds and otherwise to effectuate the purposes of this resolution; and any
actions previously taken by such officers for these purposes are hereby ratified and
confirmed.
Resolution 2019-62
Page 5 of 5
Section 10. Any action authorized or directed in this resolution to be taken or
performed by an Authorized Officer may be taken or performed by their designee with the
same force and effect as if taken or performed by such Authorized Officer.
Section 11. If any section, subsection, sentence, clause or phrase of this
resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this resolution. The City
Council hereby declares that it would have passed this resolution and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
Section 12. The City Council finds the adoption of this resolution is not subject to
the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the
activity will not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3,
because it has no potential for resulting in physical change to the environment, directly or
indirectly.
Section 13. This Resolution shall take effect immediately upon its adoption by
the City Council, and the City Clerk shall certify the vote adopting the resolution.
ADOPTED this 25th day of June, 2019.
DIANE B. DIXON, Mayor
ATTEST:
r Cy�W
LEILANI I. BR W �.
City Clerk
APPROVED AS TO FORM:
i-� @
CITY ATTORNEY'S CE
�
AOFF
.�� C. �--
Aaron C. Harp
City Attorney
Attachment: Exhibit A
EXHIBIT A
1. The maximum term of the Bonds: 20 years (final maturity on September 2, 2039)
2. The estimated maximum annual debt service on the Bonds: $107,950
3. The call provisions for the Bonds:
a. The Bonds are expected to be subject to optional redemption prior to
maturity on and after a date that is no later than ten years after the
issuance thereof. It is possible that a shorter call period would result in
better pricing for the Bonds, but that won't be known until the time that
the Bonds are priced.
b. Pursuant to Part 11.1 of the Improvement Bond Act of 1915, the Bonds
must be available for redemption from the prepayment of Assessments
on each interest payment date after the issuance thereof.
4. The estimated costs of issuance of the Bonds: $171,881
5. The list of consultants hired with respect to the Bonds:
a. Bond and Disclosure Counsel: Stradling Yocca Carlson & Rauth
b. Assessment Engineer: Harris & Associates, Inc.
C. Assessment District Consultant: Willdan Financial Services
d. Trustee: U.S. Bank National Association
e. Municipal Advisor: KNN Public Finance
f. Underwriter: Stifel, Nicolaus & Company, Incorporated.
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; the foregoing resolution, being Resolution
No. 2019-62 was duly introduced before and adopted by the City Council of said City at a regular meeting
of said Council held on the 25th day of June, 2019; and the same was so passed and adopted by the
following vote, to wit:
AYES: Mayor Diane Dixon, Mayor Pro Tem Will O'Neill, Council Member Brad Avery,
Council Member Joy Brenner, Council Member Duffy Duffield, Council Member Jeff
Herdman
NAYS: None
RECUSED: Council Member Kevin Muldoon
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of
said City this 26th day of June, 2019.
Leilani I. Brown "
City Clerk
Newport Beach, California
I,.
U1
C
ORNIP