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HomeMy WebLinkAbout2004-57 - Assessment District 75RESOLUTION NO. 2004- 57 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. 75 (BALBOA BUSINESS DISTRICT) WHEREAS, this City Council has previously adopted its Resolution of Intention and initiated proceedings for the acquisition of certain public works of improvement, together with appurtenances and appurtenant work, in a special assessment district designated as Assessment District No. 75 (Balboa Business District) (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 (the "Improvement Act"); and WHEREAS, this legislative body, to finance the acquisition and construction of such improvements, declared in its Resolution of Intention to issue bonds against any unpaid assessments as certified by the Treasurer, such bonds to issue pursuant to the terms and provisions of the "Improvement Bond Act of 1915 ", being Division 10 of such Code (the "Bond Act "); and WHEREAS, at this time this legislative body desires to set forth the general terms and conditions relating to the authorization, issuance and administration of such bonds; and WHEREAS, the form of a bond indenture (the "Bond Indenture "), a preliminary official statement (the "Preliminary Official Statement "), and a bond purchase agreement (the "Bond Purchase Agreement ") authorizing the sale of bonds to M. L. Stern & Co., LLC, as underwriter, which documents contain information including but not limited to the Assessment District and the terms and conditions of the bonds, are on file with the City Clerk and are ready for approval. 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 (hereafter defined), the issuance, sale, and delivery of limited obligation improvement bonds of the City for the Assessment District, to be designated as City of Newport Beach Assessment District No. 75 (Balboa Business District) Limited Obligation Improvement Bonds (the "Bonds "), is hereby authorized in an aggregate principal amount not to exceed the unpaid assessments. 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 as executed. SECTION 3. Authorization and Conditions. The City Manager, the Director of Administrative Services, and such other official 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 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 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 form of Bond Indenture 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. The City Council hereby approves the form of the Preliminary Official Statement describing the financing described therein, together with any changes therein or additions thereto deemed advisable by the Authorized Officer. Pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") the Authorized Officer is authorized to determine when the Preliminary Official Statement is deemed final, and the Authorized Official is hereby authorized and directed to provide written certification thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. The Council hereby authorizes the distribution of the final Official Statement by the purchaser of the Bonds. SECTION 6. Sale of Bonds. This City Council hereby authorizes and approves the sale of the Bonds by negotiation to M. L. Stern & Co., LLC (the "Underwriter "). The form of the Bond Purchase Agreement is hereby approved and the Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the City upon the execution thereof by the Underwriter, subject to Section 3 and further subject to the following conditions: the aggregate principal amount of the bonds is equal to the unpaid assessments within the Assessment District (without regard to the portion of the assessment related to a federal tax on contributions to capital), the underwriter's discount 2 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 execution of the Bond Purchase Agreement, 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 Agreement 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 Underwriter. 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 by assessor's parcel number that are to be collected each year during the term of the bonds. The City Treasurer shall establish procedures to promptly respond to inquiries concerning installments on current tax roles as prescribed by section 53754 of the Government Code of the State of California. An annual portion of each assessment, together with annual interest on said 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. 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 taken by the officers and agents of the City with respect to the establishment of the Assessment District and the sale and issuance of the bonds 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 Bonds in accordance with Bond Act, this Resolution, the Bond Indenture, the Bond Purchase Agreement, and any certificate, agreement, contract, and other document described in the documents herein approved. R] SECTION 11. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED and ADOPTED this 22nd day of June, 2004. AYES: Heffernan, Rosansky, Adams, Bromberg, Webb, Nichols, Mayor Ridgeway NOES: ABSENT: ATTEST: & City Clerk 4 Mayor STATE OF CALIFORNIA } COUNTY OF ORANGE 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. 2004 -57 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 22nd day of June, 2004, and that the same was so passed and adopted by the following vote, to wit: Ayes: Heffernan, Rosansky, Adams, Bromberg, Webb, Nichols, Mayor Ridgeway Noes: None Absent: None Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 23rd day of June, 2004. (Seal) City Clerk Newport Beach, California