HomeMy WebLinkAbout1997-11-18; City Council; Resolution 97-6960 a
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RESOLUTION NO. 97-696
A RESOLUTION AUTHORIZING THE ISSUANCE OF
REASSESSMENT DISTRICT NO. 97-1 REFUNDING BONDS
AND APPROVING AND AUTHORIZING RELATED DOCUMENTS
AND ACTIONS
RESOLVED, by the City Council (the “Council”) of the City of
Carlsbad (the “City”), County of San Diego, State of California,
that:
WHEREAS, on October 28, 1997 this Council adopted a Resolution
Making Preliminary Determinations, Making Appointments, and
Declaring Intention to Issue Refunding Bonds for Special Assessment
Districts Nos. 85-2 and 88-1, and Ordering a Report Thereon (the
IIResolution of Intention”) and therein directed the making and
filing of a reassessment report (the “Report”) in writing in
accordance with and pursuant to the Refunding Act of 1984 for-1915
Improvement Act Bonds, Division 11.5 of the Streets and Highways
Code of California (the “Act”) in and for the City’s Reassessment
District No. 97-1 (Alga Road and College Boulevard) (the
“Assessment District”) ;
WHEREAS, the Report was duly made and filed, duly considered
by this Council with the aid of City staff and found to be
sufficient in every particular, and duly approved and adopted;
WHEREAS, the proceedings under the Act and the Resolution of
Intention are now completed, a list of unpaid reassessments is on
file with the City and this Council wishes to provide for the
issuance of refunding improvement bonds hereinafter described (the
“Bonds”) pursuant to the Act and the Improvement Bond Act of 1915,
1 Division 10 of the Streets and Highways Code of the State of
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California (the "Bond Law") ;
WHEREAS, a portion of the proceeds of the Bonds shall be used
to retire, in advance of their scheduled maturities, certain bonds
of the City designated "Assessment District No. 85-2 (College
Boulevard) Limited Obligation Improvement Bonds," dated May 5, 1986
and originally issued in the principal amount of $9,570,250;
WHEREAS, a portion of the proceeds of the Bonds shall be used
to retire, in advance of their scheduled maturities, certain bonds
of the City designated "Assessment District No. 88-1 (Alga Road)
Limited Obligation Improvement Bonds," dated September 2, 1990 and
originally issued in the principal amount of $19,561,247.66;
WHEREAS, for the purposes of the sale and delivery of the
Bonds, there are now on file with the City copies of the List of
Unpaid Reassessments, the Fiscal Agent Agreement, the Bond Purchase
Agreement, the Escrow Agreement, the Preliminary Official
Statement, the Continuing Disclosure Certificate, and the Bond
Purchase Agreement, and reference is hereby made thereto for
further particulars;
WHEREAS, this Council, with the aid of City staff, has
reviewed and considered the List of Unpaid Reassessments showing
the unpaid reassessments upon the security of which the Bonds shall
be issued, the Fiscal Agent Agreement providing for the issuance of
the Bonds, the Bond Purchase Agreement for the sale of the bonds,
the Escrow Agreement for the use of the proceeds of the Bonds to
redeem the Prior Bonds, the Continuing Disclosure Certificate
pursuant to which the City will be obligated to provide annual
disclosure relating to the Assessment District and the Bonds, and
the Preliminary Official Statement to assure proper disclosure of
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all material facts about the Bonds that are in the personal
knowledge of members of the Council and City staff and finds those
documents suitable for approval, subject to the conditions set
forth in this resolution; and
WHEREAS, all conditions, things and acts required to exist, to
have happened and to have been performed precedent to and in the
issuance of the bonds and the levy of the special reassessments as
contemplated by this Resolution and the documents referred to
herein exist, have happened and have been performed in due time,
form and manner as required by the laws of the State of California,
including the Act and the Bond Law.
NOW, THEREFORE, IT IS ORDERED, as follows:
1. Unpaid Reassessments. The reassessments that remain
unpaid are as shown in the Report. For the total amount of the
unpaid reassessments and a particular description of the lots,
pieces and parcels of land bearing the respective reassessment
numbers, reference is hereby made to the reassessment and to the
diagram, and any amendments thereto approved by this Council, all
as recorded in the Report on file in the office of the City Clerk.
2. Bonds Authorized. Pursuant to the Act, the Bond Law,
this Resolution and the Fiscal Agent Agreement (hereafter defined),
refunding improvement bonds of the City for the Assessment District
designated as “City of Carlsbad Reassessment District No. 97-1
(Alga Road and College Boulevard) Limited Obligation Refunding
Improvement Bonds” (the “Bonds”) in an aggregate principal amount
not to exceed the unpaid reassessments are hereby authorized to be
issued. The date, manner of payment, interest rate or rates,
interest payment dates, denominations, form, registration
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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 Fiscal Agent Agreement as finally
executed.
3. Authorization and Conditions. The City Manager, the
Finance Director, or such other official of the City as may be
designated by the City Council (the “Authorized Officer”) is hereby
authorized and directed to execute and deliver the various
documents and instruments described in this Resolution, provided
that no additions or changes shall authorize an aggregate principal
amount of Bonds in excess of the unpaid reassessments or a maturity
of the Bonds in excess of fourteen (14) years, an average interest
rate on the Bonds in excess of seven percent per annum (7%) and a
purchase price not less than ninety-eight percent (98%) of the par
amount of the Bonds. The approval of such additions or changes
shall be conclusively evidenced by the execution and delivery of
such documents or instruments by the Authorized Officer, upon
consultation with Brown, Diven t Hentschke LLP, the City’s bond
counsel.
4. Fiscal Asent Aareement. The proposed form of Fiscal
Agent Agreement by and between the City and First Trust of
California, National Association as fiscal agent, with respect to
the Bonds 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, subject to Section 3 above.
5. Escrow Aqreement. The form of Escrow Agreement by and
between the City and First Trust of California, National
Association, as escrow holder, is hereby approved. The Authorized
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Officer is hereby authorized and directed to cause the same to be
completed and executed on behalf of the City, subject to Section 3
above.
6. Official Statement. The Council hereby approves the
Preliminary Official Statement describing the financing described
therein, in substantially the form on file with the Authorized
Officer, 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
Preliminary Official Statement is hereby 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.
7. Sale of Bonds. This legislative body hereby authorizes
and approves the sale of the Bonds by negotiation to Dean Witter
Reynolds Inc. (the RUnderwritertl) . 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.
8. Costs of Issuance. “Designated costs of issuing the
refunding bondstt for purposes of Subsection 9600(b) and Section
9614 of the Act are the items specified in paragraphs (1) through
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and including (5) of subsection (a) of Section 9600 of the Act, and
IICosts of Issuancell as such phrase is used in the Fiscal Agent
Agreement shall mean such designated costs of issuing the refunded
bonds.
9. No City Obliaation to Advance Funds. This legislative
body hereby determines and declares that the City will not obligate
itself to advance available funds from the City treasury to cure
any deficiency which may occur in the Bond redemption fund.
10. 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 Law and the Fiscal Agent Agreement, 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 Fiscal Agent Agreement to complete all
actions required to evidence the delivery of the Bonds upon the
receipt of the purchase price thereof from the Underwriter.
11. Annual Reassessment Installments. A copy of the
resolution confirming the reassessments and the reassessments,
which reassessments shall constitute the security for the Bonds,
shall be delivered to the Finance Director, and the Finance
Director shall keep the record showing the several installments of
principal and interest on the reassessments which are to be
collected each year during the term of the Bonds. An annual portion
of each reassessment, together with annual interest on said
reassessment, 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 San Diego and shall be payable and become delinquent
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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.
12. 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,
including but not: limited to the distribution of draft sales
documents, 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 a11 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 the Act, the Bond Law, this Resolution, the
Fiscal Agent Agreement, the Bond Purchase Agreement, the Continuing
Disclosure Agreement, and any certificate, agreement, contract, and
other document described in the documents herein approved.
13. Effective Date. This resolution shall take effect from
and after its adoption.
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1 PASSED, APPROVED AND ADOPTED at a regular meeting of the City
2 Council of the City of Carlsbad, held on the 18th day of November,
3 1997, by the following vote:
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5 AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and Hall
6 NOES: None
7 ABSENT : None
8 ABSTAIN: None
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14 ATTEST:
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ALETHA L. RAUTENKRANZ, City Cl&rk