HomeMy WebLinkAbout2008-76 - Approving Bonds for AD 101RESOLUTION NO. 2008 -76
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. 101.
WHEREAS, this City Council previously adopted a Resolution of Intention
and initiated proceedings for 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. 101 (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, 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 the Streets and Highways Code (the "Bond Act ");
WHEREAS, this City Council desires 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 M.L. Stern &
Co., LLC 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 "Continuing
Disclosure Agreement "), which drafts have been reviewed by this City Council;
NOW, THEREFORE, it is hereby Resolved, Determined, and Ordered as
follows:
SECTION 1. Recitals. The above recitals are true and correct.
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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. 101 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 form 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 Continuing Disclosure 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
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
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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 Continuing Disclosure Agreement 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 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.
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
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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 delivery 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, sale and delivery of the Bonds in accordance with Bond Act, this
Resolution, the Bond Indenture, the Bond Purchase Contract, the Continuing
Disclosure Agreement, and any certificate, agreement, contract, and other
document described in the documents 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 9th dayo September, 2008.
ATTEST:
646�� M
Mayor
City Clerk
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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 -76 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 91h
day of September 2008, and that the same was so passed and adopted by the following vote, to wit:
Ayes: Henn, Rosansky, Daigle, Curry, Webb, 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 10th day of September 2008.
(Seal)
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ity Clerk 1�
Newport Beach, California