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HomeMy WebLinkAbout2004-05-04; City Council; Resolution 2004-1521 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2004-152 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF LIMITED OBLIGATION IMPROVEMENT BONDS FOR BENEFIT AREA NO. 1 OF ASSESSMENT DISTRICT NO. 2003-01 (COLLEGE BOULEVARD AND CANNON ROAD EAST), APPROVING THE FORM OF BOND INDENTURE, PRELIMINARY OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT, CONTINUING DISCLOSURE AGREEMENT AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, the City Council of the City of Carlsbad, California (this “City Council”) has conducted proceedings to form and did form an assessment district for the purpose of financing a portion of the cost of the acquisition or construction of certain public improvements 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, such assessment district known and designated as ASSESSMENT DISTRICT NO. 2003-01 (College Boulevard and Cannon Road East) (the “Assessment District”); and, WHEREAS, this City Council has previously declared its intention to issue bonds to finance that portion of the cost of the acquisition or construction of such public improvements representing the special benefit to the properties within the Assessment District from such improvements, such bonds to issue pursuant to the terms and provisions of the “Improvement Bond Act of 191 5, being Division 10 of the Streets and Highways Code of the State of California (the “Bond Act”); and, WHEREAS, at this time this City Council desires to set forth the general terms and conditions relating to the authorization, issuance and administration of such bonds to be secured by the assessments levied within Benefit Area No. 1 of the Assessment District; and, WHEREAS, there have been presented to and considered and ready for approval by this City Council the forms of the following documents: 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A. B. C. D. Bond Indenture by and between the City of Carlsbad (the “City”) and BNY Western Trust Company as Paying Agent (the “Paying Agent”) setting forth the terms and conditions relating to the issuance and sale of bonds (the “Bond Indenture”); Bond Purchase Agreement authorizing the sale of bonds to Stone & Youngberg LLC, the designated undewriter (the “Bond Purchase Agreement”); Preliminary Official Statement containing information including but not limited to the Assessment District and Benefit Area No. 1 thereto and the type of bonds, including terms and conditions thereof (the “Preliminary Official Statement”); and Continuing Disclosure Agreement pursuant to which the City will be obligated to provide both annual disclosure and additional disclosure upon the occurrence of certain events relating to the Assessment District and Benefit Area No. 1 thereto and the bonds (the “Continuing Disclosure Agreement”); and WHEREAS, this City Council, with the aid of City staff, has reviewed and considered the forms of the Bond Indenture, the Bond Purchase Agreement, Preliminary Official Statement and the Continuing Disclosure Agreement and finds the forms of these 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 assessments as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed or have been ordered to have been performed in due time, form and manner as required by the laws of the State of California, including the Bond Act and the applicable policies and regulations of the City. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitals are true and correct. 2. BOND AUTHORIZATION. Pursuant to the Bond Act, this resolution and the Bond Indenture, limited obligation improvement bonds of the City for the assessment district designated as “City of Carlsbad Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Benefit Area No. 1 Limited Obligation Improvement Bonds” (the “Bonds”) in b Page 2 of Resolution No. 2004-152 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 an aggregate principal amount not to exceed $1 2,830,000 are hereby authorized to be issued. The final principal amount of the Bonds shall be equal to the final aggregate amount of the unpaid assessments within Benefit Area No. 1 of the Assessment District which amount may be reduced by subsequent action of this City Council from that amount set forth in the Final Engineer’s Report dated July 31, 2003 to reflect savings in the costs of acquisition or construction of the authorized improvements andlor in the costs of issuing the Bonds. 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 finally executed. 3. AUTHORIZATION AND CONDITIONS. The City Manager, the Finance Director and such other officials of the City as may be designated in writing by the City Manager or the Finance Director (each, an “Authorized Officer”) are, and each of them individually is, hereby authorized and directed for and on behalf of the City to execute and deliver the various documents and instruments described in this resolution in substantially the form approved hereby with such changes, insertions and omissions as the Authorized Officer executing the same may deem necessary or advisable; provided, however, that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $12,830,000, an annual interest rate on the Bonds in excess of seven percent (7.00%) per year and a purchase price for the Bonds not less than ninety eight percent (98.00%) 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, following consultation with and review by the City Attorney and Best Best & Krieger LLP, the City’s bond counsel for the Bonds. 4. BOND INDENTURE. The proposed form of Bond Indenture by and between the City and the Paying Agent, with respect to the Bonds as presented to this City Council and on file with the City Clerk is hereby approved. 5. SALE OF BONDS; BOND PURCHASE AGREEMENT. This City Council hereby authorizes and approves the sale of the Bonds by negotiation to Stone & Youngberg LLC (the Page 3 of Resolution No. 2004-152 7’ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 “Underwriter”). The form of the Bond Purchase Agreement presented to this City Council and on file with the City Clerk is hereby approved. 6. OFFICIAL STATEMENT. The form of Preliminary Official Statement presented to this City Council and on file with the City Clerk is hereby approved. The Authorized Officers, acting for and on behalf of the City, are, and each of them individually is, hereby authorized and directed to approve such changes, insertions and omissions therein as are necessary to enable such Authorized Officer to certify on behalf of the City that the approved Preliminary Official Statement is deemed final as of its date except for the omission of certain information as permitted by Section 240.15~2-12(b)(l) of Title 17 of the Code of Federal Regulations. The Authorized Officers, acting for and on behalf of the City, are, and each of them individually is, further authorized and directed to cause the City to bring 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 with respect to the City, the Assessment District and Benefit Area No. 1 thereof and/or the Bonds or omit to state material facts with respect to the City, the Assessment District and Benefit Area No. 1 thereof and/or the Bonds 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 Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Final Official Statement to all actual purchasers of the Bonds from the Underwriter acting in such capacity. 7. CONTINUING DISCLOSURE AGREEMENT. The form of the Continuing Disclosure Agreement presented to this City Council and on file with the City Clerk is hereby approved. Page 4 of Resolution No. 2004-152 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8. 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 any 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. 9. ANNUAL ASSESSMENT INSTALLMENTS. A copy of the resolution confirming the assessments levied within Benefit Area No. 1, which assessments shall constitute the security for the Bonds, shall be delivered to the Finance Director and the Finance Director shall keep or cause to be kept the record showing the several installments of principal and interest on the assessments levied within Benefit Area No. 1 which are to be collected each year during the term of the Bonds. An annual portion of each such 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 San Diego 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 San Diego County Auditor for purposes of collection. IO. SUPERIOR COURT FORECLOSURE. This City Council does hereby specifically covenant for the benefit of the holders of the Bonds to commence and prosecute foreclosure actions regarding delinquent installments of the assessments levied within Benefit Area No. 1 in the manner, within the time limits and pursuant to the terms and conditions as shall be set forth in the Bond Indenture. 11. 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 q Page 5 of Resolution KO. 2004-152 1 2 3 4 5 6 7 8 9 IO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Bonds in accordance with the Bond Act, this Resolution, the Bond Indenture, the Bond Purchase Agreement , the Continuing Disclosure Agreement, and any certificate, agreement, contract, and other document described in the documents herein approved. 12. EFFECTIVE DATE. This resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 4th day of May , 2004 by the following vote, to wit: AYES: Council Members Lewis, NOES: None ABSENT: None ATTEST: . r !i E M. OOD, City Clerk' -7 Page 6 of Resolution No. 2004-152 (SEAL)