Loading...
HomeMy WebLinkAbout97-39 - Special Improvement District 95-1 - CIOSA• RESOLUTION NO. 97 -39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF NEWPORT BEACH SPECIAL IMPROVEMENT DISTRICT NO. 95 -1 (CIOSA) SPECIAL TAX BONDS, SERIES B, APPROVING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE 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 conducted proceedings under and pursuant to the City of Newport Beach Special Improvement District Financing Code (the "Code "), to form the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) (the "District'), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes, the proceeds of which • are to be used to finance certain public facilities (the "Facilities''), all as described in the resolutions entitled, "A Resolution of the City Council of the City of Newport City of Formation of the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA), Authorizing the Levy of a Special Tax Within the District and Preliminarily Establishing an Appropriations Limit for the District' and "A Resolution of the City Council of the City of Newport Beach Determining the Necessity to Incur Bonded Indebtedness Within the City of Newport Beach Special Improvement District No. 95 -1 (CIOSAY', adopted by the City Council on June 12, 1995; WHEREAS, pursuant to said resolutions, an election was held within the District on June 26, 1995 and on that date the qualified electors approved the propositions of the incurrence of the bonded debt and the levy of the special tax by more than two - thirds of the votes cast at said special election; WHEREAS, the City Council has conducted proceedings under and pursuant to the Code to alter the rate and method of apportionment of the special tax to be levied in the District; WHEREAS, an election was held within the District on October 9, 1995 and on that date the qualified electors approved the proposition to alter the rate and method of apportionment of the special tax to be levied in the District; WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of December 1, 1995 • (the "Original Agreement'), by and between the City and U.S. Trust Company of California, N.A., as fiscal agent (the "Fiscal Agent'), the City issued its City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) Special Tax Bonds, Series A (the "Series A Bonds") in Res 97 -39 the aggregate principal amount of $7,500,000, in order to finance a portion of the Facilities; • WHEREAS, the Original Agreement provides that the City may at any time issue one or more series of additional bonds on a parity with all other Bonds (as defined in the Original Agreement) theretofore issued thereunder, but only subject to the conditions set forth therein; WHEREAS, in order to provide the moneys required to finance a portion of the Facilities, the City desires to authorize the issuance of the City of Newport Beach Special Improvement District No. 95 -1 (CIOSA) Special Tax Bonds, Series B (the "Series B Bonds"), in an aggregate principal amount of not to exceed $10,000,000; WHEREAS, in order to provide for the authentication and delivery of the Series B Bonds, to establish and declare the terms and conditions upon which the Series B 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 amend and supplement the Original Agreement pursuant to the First Supplemental Fiscal Agent Agreement, by and between the Fiscal Agent and the City (such First Supplemental Fiscal Agent Agreement, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "First Supplemental Fiscal Agent Agreement"); WHEREAS, Stone & Youngberg LLC (the "Underwrites") has presented the City with a proposal, in the form of a Purchase Contract, to purchase the Series B 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 B 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 B 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 Fiscal Agent (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 First Supplemental Fiscal Agent Agreement; (b) the Purchase Contract; • (c) the Continuing Disclosure Agreement; DOCSLAI- 1594633/3niO3! 2 41670- 4 -GHI- 05/20/97 Res 97 -39 (d) the Preliminary Official Statement to be used in connection with the offering • and sale of the Series B 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 B 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 B 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 B Bonds, in the aggregate principal amount of not to exceed $10,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Original Agreement, as amended and supplemented by the First Supplemental Fiscal Agent Agreement, is hereby authorized and approved. The Series B 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 Original Agreement, as amended and supplemented by the First Supplemental Fiscal Agent Agreement, as the same shall be completed as provided in this Resolution. Section 2. The First Supplemental Fiscal Agent Agreement, 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 First Supplemental Fiscal Agent Agreement 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 First Supplemental Fiscal Agent Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Series B Bonds in excess of $10,000,000, shall not result in a final maturity date of the Series B Bonds later than September 1, 2022 and shall not result in a true interest cost for the Series B Bonds in excess of 7.75 %. Section 3. 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 B Bonds in excess of 2% of the aggregate principal amount of the Series B Bonds. The City Council hereby finds and determines that the sale of the Series B Bonds at negotiated sale as contemplated by the Purchase DOCKA I- 159463.3/3flj03! 3 41670- 4-GHI- 05/20/97 Res 97 -39 Contract will result in a lower overall cost. • Section 4. 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 5. 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 B 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 6. 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 B 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. E Section 7. The Authorized Officers are, and each of them hereby is, authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the issuance of the Series B Bonds and the transactions contemplated by the First Supplemental Fiscal Agent Agreement, the Purchase Contract, the Continuing Disclosure Agreement, the Official Statement and this Resolution. Section 8. 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 B Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified. Section 9. This Resolution shall take effect immediately upon its adoption. DOCSLAI- 159463.3/3(Ij03! 4 41670- 4 -GH1- 05/20/97 Res 97 -39 • APPROVED AND ADOPTED by the City Council of the City of Newport Beach on May 27, 1997. • ATTEST: Jan Debay, Wor LaVonne Harkless, City Clerk DOCSLAI- 159463.3/3flj03! 5 41670- 4-GHI- 05/20197 STATE OF CALIFORNIA ) • COUNTY OF ORANGE ) ss I, LaVonne 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 special meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on May 27, 1997, 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: o'NEIL, THOMSON, EDWARDS, GLOVER, NOYES, MAYOR DEBAY NOES: COUNCIL MEMBERS: NONE ABSENT: COUNCIL MEMBERS: HEDGES • 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 descriptionof 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 Resolutionhas not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: _ 1997 • LaVonne Harkless, City Clerk • 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. 97 -39, 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 27th day of May, 1997, and that the same was so passed and adopted by the following vote, to wit: Ayes: O'Neil, Thomson, Edwards, Glover, Noyes, and Mayor Debay Noes: None Absent: Hedges Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the • official seal of said City this 28th day of May, 1997. (Seal) • City Clerk of the City of Newport Beach, California