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HomeMy WebLinkAbout2013-01-08; City Council; Resolution 2013-024Exhibit 3 RESOLUTION NO. 2013-024 1 2 A RESOLUTION OF THE CITY COUNCIL OF THE 3 CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING 4 THE ISSUANCE OF REFUNDING BONDS, 5 APPROVING AND AUTHORIZING RELATED 6 DOCUMENTS AND ACTIONS, AND DIRECTING THE 7 DISPOSITION OF THE BALANCE IN THE 8 CONSTRUCTION FUND OF ASSESSMENT DISTRICT 9 NO. 2002-01 10 11 12 13 WHEREAS, the City Council (the "City Council") of the City of Carlsbad (the 14 "City") has previously formed its Assessment District No. 2002-01 (Poinsettia Lane East) 15 ("Assessment District No. 2002-01") and Benefit Area No. 1 of Assessment District No. 16 2003-01 (College Boulevard and Cannon Road East) (Calavera Hills II) ("Benefit Area 17 No. 1" and, together with Assessment District No. 2002-01, the "Assessment Districts", 18 each an "Assessment District"), and confirmed assessments on the various parcels 19 located therein to pay the costs of certain improvements of special local benefit to said 20 parcels (the "Assessments"), all pursuant to the Municipal Improvement Act of 1913 21 (Division 12 of the Streets and Highways Code of California; and 22 WHEREAS, the City Council has previously caused bonds to be issued on behalf 23 of the Assessment Districts (the "Prior Bonds") pursuant to the provisions of the 24 Improvement Bond Act of 1915 (Division 10 of the Streets and Highways Code of 25 California) (the "1915 Act") in order, among other things, to finance the costs of the 26 aforesaid improvements; and 27 WHEREAS, the Prior Bonds are secured by the unpaid Assessments; and 28 WHEREAS, the City Council has previously adopted its "Resolution of the 29 Council of the City of Carisbad Declaring its Resolution to Levy Reassessments and to 30 Issue Refunding Bonds" (the "Resolution of Intention") in and for the "City of Carlsbad Exhibit 3 1 Reassessment District No. 2012-1" (the "Reassessment District") in which it determined 2 that, in order to benefit taxpayers within the Assessment Districts, which are 3 encompassed by the Reassessment District, by reducing the amount of the installments 4 of the Assessments being levied each year on the parcels within the Assessment 5 Districts, the public interest and necessity required that the outstanding Prior Bonds be 6 refunded, and in which the City Council declared its intention to accomplish the 7 refunding through the levy of reassessments and the issuance of refunding bonds upon 8 the security thereof, all pursuant to the Refunding Act of 1984 for 1915 Improvement Act 9 Bonds, Division 11.5 of the Streets and Highways Code of California (the "Act"); and 10 WHEREAS, among other things, in the Resolution of Intention, the City Council 11 directed the making and filing of a reassessment report (the "Report") in writing, ali in 12 accordance with and pursuant to the Act; and 13 WHEREAS, the Report was duly made and filed with the City Clerk and was duly 14 considered by the City Council and found to be sufficient in every particular; and 15 WHEREAS, subsequent to its receipt and review of the Report, the City Council 16 adopted its "RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD 17 ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE 18 REASSESSMENT BY SUMMARY PROCEEDINGS AND AUTHORIZING AND 19 DIRECTING RELATED ACTIONS" (the "Resolution Confirming the Reassessment") in 20 which, among other things, it found that all of the conditions set forth in Section 9525 of 21 the Act had been satisfied, approved the Report and confirmed the reassessment; and 22 WHEREAS, the proceedings for the reassessment under the Act and the 23 Resolution of Intention are now completed, and the City Council wishes to provide for 24 the issuance of refunding bonds hereinafter described (the "Refunding Bonds") on the 25 security of such unpaid reassessments pursuant to the Act; and n Exhibit 3 1 WHEREAS, the Refunding Bonds shall be issued under and in accordance with 2 the Indenture, dated as of January 1, 2013 (the "Indenture"), by and between the City 3 and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") in an 4 aggregate principal amount not to exceed the aggregate amount of the unpaid 5 reassessment; and 6 WHEREAS, in order to effect the issuance of the Refunding Bonds, the City 7 Council desires to approve the form of a Preliminary Official Statement for the Refunding 8 Bonds (the "Preliminary Official Statement") and to approve the forms of and to 9 authorize the execution and delivery of the Indenture, a Bond Purchase Agreement, a 10 Continuing Disclosure Agreement and an Escrow Agreement, in substantially the forms 11 on file with the City Clerk and to authorize such changes and additions thereto as the 12 Authorized Officers (defined herein) deem necessary or desirable; and 13 WHEREAS, the City Council has determined that a negotiated sale of the 14 Refunding Bonds to Stifel Nicolaus & Company, Incorporated, doing business as Stone 15 & Youngberg, a Division of Stifel Nicolaus, as UndenA/riter (the "UndenA/riter"), in 16 accordance with the terms of the Bond Purchase Agreement to be entered into by the 17 City and the UndenA/riter (the "Bond Purchase Agreement") will result in a lower overall 18 cost to the City than a sale of the Refunding Bonds on sealed proposals to the highest 19 bidder in that a negotiated sale will allow for adequate time to pre-market the Refunding 20 Bonds and for the timing of the sale of the Refunding Bonds to be flexible, thereby 21 maximizing the likely debt service savings to the City; and 22 WHEREAS, a portion of the construction fund associated with Assessment 23 District No. 2002-01 (the "Construction Fund") remains unspent after completion of the 24 improvements and payment of all the claims to made from the Construction Fund, and 25 such monies remain as surplus together with interest accrued thereon; and Exhibit 3 1 WHEREAS, this legislative body is desirous at this time to make the disposition of 2 said surplus monies in the Construction Fund, together with any interest accruing 3 thereon prior to the issuance of the Refunding Bonds, as so provided by Section 10427 4 of the Streets and Highways Code of the State of California. 5 WHEREAS, the City Council has determined that it is prudent in the management 6 of its fiscal affairs to Issue the Refunding Bonds and that the issuance of the Refunding 7 Bonds will achieve debt service savings and will benefit taxpayers within the 8 Assessment Districts; and 9 WHEREAS, all conditions, things and acts required to exist, to have happened 10 and to have been performed precedent to and in the issuance of the Refunding Bonds 11 and the levy of the reassessments as contemplated by this Resolution and the 12 documents referred to herein exist, have happened and have been performed in due 13 time, form and manner as required by the laws of the State of California, including the 14 Act; 15 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of 16 Carlsbad as follows: 17 1. The above recitals, and each of them, are true and correct. 18 2. The City Council finds that the issuance of the Refunding Bonds as 19 described in the Preliminary Official Statement will provide significant public benefits by 20 reducing the total amount of installments of assessments to be levied for debt service 21 within each Assessment District. 22 3. The City Council has determined to defease the Prior Bonds, subject to the 23 provisions of Section 5 below regarding debt service savings, through (a) the issuance 24 of its Refunding Bonds pursuant to the Indenture and a Bond Purchase Agreement and 1^ Exhibit 3 1 (b) the application of certain existing funds are being held in connection with the Prior 2 Bonds to such defeasance. 3 4. The City is authorized pursuant to the Act to issue the Refunding Bonds for 4 the purpose of refunding the Prior Bonds. 5 5. The issuance of the Refunding Bonds in a principal amount not to exceed 6 $32,840,000 is hereby authorized, with the exact principal amount to be determined by 7 the official signing the Bond Purchase Agreement in accordance with Section 10 below. 8 The Refunding Bonds may be Issued to refund the Prior Bonds only if the City Manager, 9 the Finance Director or such other officials of the City as may be designated in writing by 10 the City Manager or the Finance Director (each an "Authorized Officer") determines that 11 there is an economic benefit to the City in the form of aggregate net present value 12 savings of at least 3%, expressed as a percentage of the par amount of the Prior Bonds 13 to be refunded by the Refunding Bonds. Each of the foregoing determinations to be 14 made by the Finance Director, or his designee, will be conclusively evidenced by the 15 execution of the Bond Purchase Agreement by the City and the UndenA/riter. 16 6. The Refunding Bonds shall mature on the dates and pay interest at the 17 rates set forth in the Bond Purchase Agreement. The Refunding Bonds shall be 18 governed by the terms and conditions of the Indenture. 19 7. The form of the Indenture presented at this meeting is hereby approved. 20 The Indenture shall be executed by any of the Authorized Officers, substantially in the 21 form of the Indenture presented at this meeting, with such additions thereto and 22 changes therein as the Authorized Officer executing the same deem necessary or 23 desirable, including to insert the offering price(s), interest rate(s), principal amount per 24 maturity, redemption dates and prices, reserve account deposits and such other related IX) Exhibit 3 1 terms and provisions or to confomri any provisions therein to the Bond Purchase 2 Agreement and the Official Statement delivered to the purchasers of the Refunding 3 Bonds. Approval of such changes shall be conclusively evidenced by the execution and 4 delivery of the Indenture by any one of the Authorized Officers. Capitalized terms used 5 in this Resolution which are not defined herein have the meanings ascribed to them in 6 the Indenture. 7 8. The Refunding Bonds shall be executed by the manual or facsimile 8 signature of the City Treasurer; and the seal of the City, or a facsimile thereof, may be 9 impressed or imprinted thereon and the signature of the City Treasurer shall be attested 10 to with the manual or facsimile signature of the City Clerk or Deputy City Clerk. 11 9. The covenants set forth in the Indenture are hereby approved and shall be 12 deemed to be covenants of the City Council and shall be complied with by the City and 13 its officers. 14 10. The UndenA/riter is hereby appointed for purposes of offering the 15 Refunding Bonds for sale in accordance with the provisions of the Bond Purchase 16 Agreement and the Indenture. The form ofthe Bond Purchase Agreement presented at 17 this meeting is hereby approved; and any one of the Authorized Officers is hereby 18 authorized to execute the Bond Purchase Agreement substantially in the form presented 19 at this meeting, with such additions thereto and changes therein as the Authorized 20 Officer executing the same deem necessary or desirable, including to conform the Bond 21 Purchase Agreement to the dates, amounts and interest rates applicable to the 22 Refunding Bonds. Approval of such additions and changes shall be conclusively 23 evidenced by the execution and delivery of the Bond Purchase Agreement; provided, 24 however, that the Bond Purchase Agreement shall be signed only if the requirements of Exhibit 3 1 Section 5 hereof have been satisfied and that the UndenA/riter's discount in connection 2 with the Refunding Bonds shall not exceed 1.25%. 3 11. The form of the Continuing Disclosure Agreement attached to the 4 Preliminary Official Statement and presented at this meeting is hereby approved; and 5 any one of the Authorized Officers is hereby authorized and directed to execute the 6 Continuing Disclosure Agreement substantially in the form hereby approved, with such 7 additions therein and changes thereto as the Authorized Officer executing the same 8 deem necessary or desirable, with such approval to be conclusively evidenced by the 9 execution and delivery of the Continuing Disclosure Agreement. 10 12. The form of the Escrow Agreement (the "Escrow Agreement"), by and 11 between the City and The Bank of New York Mellon Trust Company, N.A., as escrow 12 agent, presented at this meeting, is hereby approved, and any one of the Authorized 13 Officers is hereby authorized and directed to execute the Escrow Agreement 14 substantially in the form hereby approved, with such additions therein and changes 15 thereto as the Authorized Officer executing the same deem necessary or desirable, with 16 such approval to be conclusively evidenced by the execution and delivery of the Escrow 17 Agreement. 18 13. The form and content of the Preliminary Official Statement substantially in 19 the form presented to and considered at this meeting is hereby approved, with such 20 additions thereto and changes therein as are determined to be necessary or desirable 21 by any one of the Authorized Officers, including, but not limited to, such additions and 22 changes as are necessary to make all information set forth therein accurate and not 23 misleading, such approval to be conclusively evidenced by the delivery of the 24 Preliminary Official Statement to the UndenA/riter. Each of the Authorized Officers is 25 hereby authorized to certify to the UndenA/riter on behalf of the City that the Preliminary It Exhibit 3 1 Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 of 2 the Securities and Exchange Commission (except for the omission of certain information 3 as permitted therein). The distribution by the UndenA/riter of copies of the Preliminary 4 Official Statement and the Official Statement to persons who may be interested in the 5 purchase of the Refunding Bonds is hereby authorized and approved. Each of the 6 Authorized Officers is hereby authorized and directed to deliver to the UndenA/riter a final 7 Official Statement in the fonn of the Preliminary Official Statement, together with such 8 changes as are determined necessary or desirable by the Authorized Officer executing 9 the Official Statement to make such Official Statement complete and accurate as of its 10 date, such approval to be conclusively evidenced by the delivery of the Official 11 Statement to the UndenA/riter. ''2 14. Each of the Authorized Officers is authorized to provide for all services 13 necessary to effect the Issuance, sale and delivery of the Refunding Bonds. Such 14 services shall include, but not be limited to, obtaining legal services, trustee sen/ices, 15 verification agent services, consultant services and any other services deemed 16 appropriate by an Authorized Officer. Any one of the Authorized Officers is authorized 17 to pay for the cost of such services, together with other Costs of Issuance (as defined in 18 the Indenture and as othenA/ise agreed to in writing by an Authorized Officer) from the 19 sale and delivery of Refunding Bond proceeds. The Authorized Officers are hereby 20 authorized and directed to pay all the fees and other costs of issuance of the Refunding 21 Bonds in accordance with the Bond Purchase Agreement and as othenA/ise agreed to by 22 the District and the respective parties thereto, including applicable CDIAC fees, 23 verification agent fees and printer fees. 24 15. The work of improvement set forth in the resolution of issuance associated 25 with Assessment District No. 2002-01 has been substantially completed to the Exhibit 3 1 satisfaction of this legislative body, and all payments have either been made or set aside 2 for all existing or potential claims, costs and expenses. Prior to determining the portion 3 of the amount remaining in the Construction Fund, which represents surplus, the City 4 shall reimburse itself for any interest expense accrued on the funds advanced to 5 Assessment District No. 2002-01. 6 16. Surplus monies in the Construction Fund, in the amount of $4,448,668.72 7 for Assessment District No. 2002-01, plus any interest accruing thereon prior to the 8 issuance of the Refunding Bonds, shall be applied as a credit or payment to the property 9 owners within the boundaries of Assessment District No. 2002-01 on a pro-rata basis 10 generally determined as follows: (a) To those who paid in cash, the proportionate share of the surplus 12 shall be returned in cash to the person or persons currently owning the property for 13 which the assessment or installment has been paid. (b) As to the balance remaining after disbursement of the cash 15 payment pursuant to Section 16(a), said balance shall be transferred to the redemption 16 fund and applied to call bonds in a manner consistent with the bond indenture for 17 Assessment District No. 2002-01. 18 17. All actions heretofore taken by any Authorized Officers, or by any other 19 officers, employees or agents of the City, with respect to: (1) the issuance, delivery or 20 sale of the Refunding Bonds; (2) the refunding, defeasance and redemption of the Prior 21 Bonds; and (3) the Bond Purchase Agreement, the Escrow Agreement, the Continuing 22 Disclosure Agreement, or any of the documents referenced therein, are hereby 23 approved, confirmed and ratified. The Mayor or his designee and the other Authorized 24 Officers responsible for the fiscal affairs of the City are hereby jointly and severally Exhibit 3 1 authorized and directed to do all things and take any and all actions and execute and 2 deliver any and all documents as are necessary or desirable to accomplish the 3 issuance, sale and delivery of the Refunding Bonds In accordance with the provisions of 4 this Resolution and as are necessary or appropriate for the fulfillment of the purposes of 5 the Refunding Bonds as described in the Indenture. Any document authorized herein to 6 be signed by the City Clerk may be signed by a duly appointed Deputy City Clerk. 7 // 8 // 9 // 10 // 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council of the City of Cartsbad on the 8**^ day of January, 2013, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Blackburn and Douglas. None. ABSENT: None. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MATT HALL, Mayor ATTEST: stant City Clerk .v^^^;v.SBAO^% W^'* ,