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HomeMy WebLinkAboutResolution 1999-003 RESOLUTION NO. 1999-003 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING BONDS FOR CAMINO REAL IMPROVEMENT PROJECT WHEREAS, the City of Atascadero (the "City") has heretofore issued bonds for Camino Real Improvement Project (the "Assessment District") and such bonds remain outstanding in the aggregate principal amount of$1,700,000 (the "Outstanding Bonds"); and WHEREAS, the City Council of the City (the "City Council") has conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California (the "Refunding Act"), and has adopted a resolution approving a report prepared pursuant to Section 9523 of the Streets and Highways Code of the State of California and confirming a reassessment contained therein, and all acts required by the Refunding Act with respect to the confirmation of such reassessment have been accomplished; and WHEREAS, the City Council has determined that it is in the best interests of the City and the owners of property within the Assessment District that the maturity of the Outstanding Bonds be advanced and that the Outstanding Bonds be defeased, refunded and redeemed, and that refunding bonds be issued pursuant to the Refunding Act for that purpose; and WHEREAS, in order to accomplish the advancement of the maturity of and the defeasance, refunding and redemption of the Outstanding Bonds, it is proposed that the City will issue not to exceed $1,700,000 aggregate principal amount of refunding bonds to be designated "City of Atascadero Limited Obligation Refunding Improvement Bonds, Camino Real Improvement Project, Series 1999" (the 'Bonds"); and WHEREAS, there has been presented to the City Council a form of Fiscal Agent Agreement providing for the issuance of the Bonds; and WHEREAS, there has also been presented to the City Council a form of Preliminary Official Statement relating to the Bonds; and WHEREAS, there has also been presented to the City Council a form of Escrow Agreement whereby proceeds of the sale of the Bonds and moneys on deposit in the reserve fund, the redemption fund and the improvement fund for the Outstanding Bonds will be deposited in an escrow fund for the purpose of accomplishing the defeasance, refunding and redemption of the Outstanding Bonds; and RVPUB\KAB\53747 1 WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Agreement to be entered into by and between the City and the NBS Government Finance Group, as dissemination agent, for the benefit of the owners of the Bonds and in order to assist the purchaser of the Bonds in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission; and WHEREAS, the City Council has determined that it is in the best interests of the owners of property within the Assessment District that the Bonds be issued and sold on the terms and conditions hereinafter specified; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Atascadero as follows: Section 1. Approval of Issuance of Bonds. The issuance of not to exceed $1,700,000 aggregate principal amount of the Bonds in order to defease, refund and redeem the Outstanding Bonds is approved. Section 2. Fiscal Agent Agreement. The form of Fiscal Agent Agreement to be entered into by and between the City and BNY Western Trust Company, as fiscal agent (the "Fiscal Agent Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as they may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Appointment of Fiscal Agent. BNY Western Trust Company is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent. Section 4. Delivery of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is approved. The City Treasurer and City Clerk are authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the City and under its seal,the Bonds and to deliver the Bonds to the Purchaser(as hereinafter identified) in accordance with the terms and provisions of the Fiscal Agent Agreement. Section 5. Approval of Purchase Contract. The form of Purchase Contract (the "Purchase Contract") provided for the purchase of the Bonds by Seidler-Fitzgerald Public Finance, underwriter for the Bonds, presented at this meeting and the purchase and sale of the Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and the Mayor, the City Manager or the Director of Administrative Services is and each of them are hereby authorized and directed to evidence the City's offer and acceptance made by the Purchase Contract by executing and delivering said Purchase Contract in said form with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. RVPUB\KAB\53747 2 Section 6. Terms of Sale of Bonds. The City Manager or the Director of Administrative Services, based on such advice as he or she may deem necessary, is authorized and directed to act on behalf of the City to establish and determine: (i)the final aggregate principal amount of the Bonds, which shall not exceed $1,700,000; (ii)the final maturity date of the Bonds, which shall not be later than September 2, 2013; (iii) the final interest rates on the various maturities of the Bonds, which shall not exceed 7.00% per annum for any of the Bonds; and (iv)the Purchaser's discount for the purchase of the Bonds, which shall not be greater than 2.0% of the aggregate principal amount of the Bonds. Section 7. Reserve Fund. As provided in the Resolution of Intention, the Fiscal Agent Agreement shall provide for the establishment from the proceeds of the sale of the Bonds of a reserve fund for the Bonds pursuant to Part 16 (commencing with Section 8880) of Division 10 of the Streets and Highways Code of the State of California in an amount equal to the Reserve Requirement(as defined in the Fiscal Agent Agreement). Section 8. Official Statement. The City Council approves the preparation of and the form of the Preliminary Official Statement presented to the City Council at the meeting at which this resolution is adopted, with such modifications thereof and additions thereto as the City Manager or the Director of Administrative Services may deem appropriate upon consultation with Best Best & Krieger LLP, Disclosure Counsel with respect to the Bonds, and Bond Counsel. The City Manager or the Director of Administrative Services is authorized to certify to the Purchaser that the Preliminary Official Statement is deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, except for omissions which are permitted by such rule. The Director of Administrative Services is authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds. The City Manager, the Director of Administrative Services and the City Attorney are authorized to participate with Disclosure Counsel and Bond Counsel in the preparation of a Final Official Statement based on the Preliminary Official Statement with such additions thereto or modifications thereof as may be deemed appropriate by Disclosure Counsel and Bond Counsel. The Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver the Final Official Statement. The distribution of the Final Official Statement by the Purchaser is authorized. Section 9. Escrow Agreement; Escrow Agent. The form of the Escrow Agreement Relating to the Defeasance and Refunding of Outstanding City of Atascadero Camino Real Improvement Project Limited Obligation Improvement Bonds to be entered into by and between the City and BNY Western Trust Company, as escrow agent (the "Escrow Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. BNY Western Trust Company is appointed as Escrow Agent pursuant to the Escrow Agreement, to take any and all action provided therein to be taken by the Escrow Agent. RVPUB\KAB\53747 3 Section 10. Application of Reserve Fund, Redemption Fund and Improvement Fund for the Outstanding Bonds. The amount on deposit in the reserve fund for the Outstanding Bonds shall be used to retire the Outstanding Bonds as provided in Section 8885 of the Streets and Highways Code of the State of California. In order to comply with the requirements of that section, the Director of Administrative Services shall transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in such reserve fund to the Escrow Agent for deposit in the Escrow Fund to be established for the Outstanding Bonds as provided in the Escrow Agreement. The Director of Administrative Services shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in the redemption fund for the Outstanding Bonds to the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Administrative Services shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the appropriate portion of the amount of deposit in the improvement fund for the Assessment District, after making allowance for the payment of such cash credits as may be owing (pursuant to Section 10427.1 of the Streets and Highways Code of the State of California) to persons who have paid the assessments levied on their property, to the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Administrative Services is further authorized to pay or cause the fiscal agent for the Outstanding Bonds to pay from the amount on deposit in such improvement fund any such cash credits to the persons to whom they may be owing. Section 11. Notice of Redemption. The Director of Administrative Services is authorized and directed to cause the fiscal agent for the Outstanding Bonds to give notice of the advance maturity and redemption of the Outstanding Bonds to the owners of the Outstanding Bonds as provided in Section 8751 of the Streets and Highways Code of the State of California and in the resolution authorizing the issuance of the Outstanding Bonds and in such form as is recommended by Bond Counsel. Section 12. Continuing_Disclosure Certificate. The form of the Continuing Disclosure Certificate presented at the meeting at which this resolution is adopted is approved, and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver said certificate in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 13. No City Obligation. The City Council determines, pursuant to Section 8769 of the Streets and Highways Code of the State of California, that the City will not obligate itself to advance available funds from the City Treasury to cure any deficiency which may occur in the redemption fund for the Bonds. Section 14. Other Acts. The officers and staff of the City are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which, in consultation with the City Attorney, Bond Counsel and they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds and the defeasance, refunding and redemption of the Outstanding Bonds or to otherwise accomplish the purposes of this resolution, including obtaining a rating of the Bonds from a nationally- RVPU]3"\53747 4 recognized rating service and the issuance of a municipal bond insurance policy with respect to the Bonds, and any and all such actions previously taken by such officers or staff members are ratified and confirmed. Section 15. Effective Date. This resolution shall become effective upon its adoption. ADOPTED this 26th, ay of Janu , 199 Ray Jo so Mayor f the City f Atascadero ATTEST: ryW C Marcia McClure Torgerson City Clerk of the City of Atascadero CERTIFICATION I, Marcia McClure Torgerson, City Clerk of the City of Atascadero, do hereby certify that the foregoing resolution was adopted by the City Council of the City of Atascadero at a regular meeting thereof held on the 26th day of January, 1999 by the following vote of the Council: AYES: Council Members Arrambide, Clay, Lerno, Luna and Mayor Johnson NOES: None ABSENT: None ABSTAINED: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Atascadero,this 10'of February, 1999. �Iw&,"' Marcia McClure Torgerson City Clerk of the City of Atascadero RVPUB\KAB\53747 5