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HomeMy WebLinkAbout2016-049 - Issuance of City of Santa Ana Assessment District No. 2015-01RESOLUTION NO. 2016-049 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CITY OF SANTA ANA ASSESSMENT DISTRICT NO. 2015-01 (WARNER INDUSTRIAL COMMUNITY) LIMITED OBLIGATION IMPROVEMENT BONDS, APPROVING FISCAL AGENT AGREEMENT, OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT AND CONTINUING DISCLOSURE AGREEMENT AND AUTHORIZING THE EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT SERVICES AGENCY TO NEGOTIATE THE TERMS OF THE PURCHASE OF THE BONDS WHEREAS, the City Council of the City of Santa Ana, California, has previously adopted its Resolution No. 2015-30 (the 'Resolution of Intention"), pursuant to the provisions of Division 12 of the Streets and Highways Code of the State of California (the "Municipal Improvement Act of 1913") with respect to the reconstruction of street pavement, construction of curb ramps, repair of driveway approaches, sidewalks, curbs and gutters, adjustment of surface utility frames and covers, and installation of pavement markings, together with appurtenances and appurtenant work (collectively, the "Improvements") within, and for the benefit of property within, an assessment district, identified as Assessment District No. 2015-01 (Warner Industrial Community), City of Santa Ana, Orange County, State of California (the "Assessment District'), and the levy of assessments on the lots and parcels of property within the Assessment District to finance the costs of the construction of the Improvements; WHEREAS, the Resolution of Intention provides for the issuance of bonds pursuant to Division 10 of the Streets and Highways Code of the State of California (the "Improvement Bonds Act of 1915") to represent and be secured by unpaid assessments levied on lots and parcels of property within the Assessment District; WHEREAS, proceedings for the formation of the Assessment District and the levy of assessments on the assessable lots and parcels of property therein have been completed, the Assessment District has been formed and assessments have been levied on the lots and parcels of property therein; WHEREAS, the City Council proposes to issue bonds for the Assessment District to be designated "City of Santa Ana Assessment District No. 2015-01 (Warner Industrial Community) Limited Obligation Improvement Bonds (the 'Bonds") in an aggregate principal amount which shall not exceed the amount of the unpaid assessments on lots and parcels of property within the Assessment District, the proceeds of which will be used to finance the costs of the construction of the Improvements; WHEREAS, there has been made available to the City Council a form of Fiscal Agent Agreement providing for the issuance, administration and payment of the Bonds; Resolution No. 2016-049 Page 1 of 6 WHEREAS, there has been presented to the City Council a form of Preliminary Official Statement describing the Bonds, the City and the Assessment District; WHEREAS, there has been presented to the City Council a form of Bond Purchase Agreement whereby Brandis Tallman LLC (the "Underwriter") will purchase the Bonds from the City; WHEREAS, there has also been presented to the City Council a form of continuing disclosure agreement to be executed and delivered to the City with respect to the Assessment District and the Bonds (the "Continuing Disclosure Agreement') for the benefit of the owners of the Bonds in order to assist the Underwriter in complying with Rule 15c2 -12(b)(5) of the Securities and Exchange Commission (the 'Rule"); and WHEREAS, the City Council has determined that the Bonds should be issued and sold on the terms and conditions hereinafter specified. NOW, THEREFORE, be it resolved by the City Council of the City of Santa Ana, California as follows: SECTION 1. The above recitals are all true and correct. SECTION 2. Approval of Issuance of the Bonds. The issuance of not to exceed $3,033,415 aggregate principal amount of the Bonds in order to construct the Improvements within and for the Assessment District is authorized and approved. SECTION 3. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement with respect to the Bonds by and between the City and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent Agreement'), made available to the City Council at the meeting at which this resolution is adopted, is approved and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Fiscal Agent Agreement in substantially the form made available at said meeting with such changes thereto as the Executive Director, Finance & Management Services Agency may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Appointment of Fiscal Agent. U.S. Bank National Association is appointed as fiscal agent (the "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 5. Form of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is approved. The City Treasurer and the City Clerk are authorized and directed to execute by manual or facsimile signature, in the name of and on behalf of the City, the Bonds in either temporary or definitive form and to deliver the Bonds to the Underwriter as provided in the Fiscal Agent Agreement. Resolution No. 2016-049 Page 2 of 6 SECTION 6. Approval of Preliminary Official Statement; Preparation of Final Official Statement. The Preliminary Official Statement is approved, and the Executive Director, Finance & Management Services Agency is authorized to consent to and assist in the preparation of such modifications thereto as may be approved by Best Best & Krieger LLP, bond counsel to the City ('Bond Counsel'). The Executive Director, Finance & Management Services Agency is authorized to determine, with the assistance of Bond Counsel, when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. When the Executive Director, Finance & Management Services Agency is satisfied that the conditions specified in Section 7 hereof will be satisfied, the Executive Director, Finance & Management Services Agency may authorize the Underwriter to distribute the Preliminary Official Statement as approved hereby, or as modified with the consent of the Executive Director, Finance & Management Services Agency, to prospective purchasers of the Bonds. The Executive Director, Finance & Management Services Agency is authorized to participate in the preparation of the Final Official Statement, based on the Preliminary Official Statement, and such modification thereto as may be agreed to by Bond Counsel and the Underwriter. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized to sign the Final Official Statement on behalf of the City. SECTION 7. Sale of Bonds. The City Council approves and authorizes the issuance and sale of the Bonds by negotiation with the Underwriter pursuant to the Bond Purchase Agreement between the City and the Underwriter in the form presented to the City Council at the meeting at which this resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the Executive Director, Finance & Management Services Agency and Bond Counsel. The Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized and directed to execute and deliver the final form of the Bond Purchase Agreement on behalf of the City upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the Executive Director, Finance & Management Services Agency and is consistent with the requirements of this resolution; provided that the interest rate on any maturity of the Bonds shall not exceed six and a half percent (6.50%) per annum; the purchase price to be paid by the Underwriter for the purchase of the Bonds shall not be less than an amount equal to ninety-eight percent (98%) (exclusive of original issue discount) of the aggregate principal amount of the Bonds; the last maturity of the Bonds shall be paid and redeemed no later than September 2, 2036. The Executive Director, Finance & Management Services Agency is authorized to allow original issue discount in determining the purchase price to be paid by investors who purchase the Bonds from the Underwriter if the Executive Director, Finance & Management Services Agency determines that allowing such discount will result in a lower total interest cost for the Bonds. When the Executive Director, Finance & Management Services Agency has negotiated the Bond Purchase Agreement with the Underwriter within the parameters specified above and when the other terms and conditions of the Bond Purchase Agreement are satisfactory to the Executive Director, Finance & Management Services Agency and Bond Counsel, the Mayor, the City Manager or the Executive Director, Finance & Management Services Resolution No. 2016-049 Page 3 of 6 Agency is authorized to execute and deliver the Bond Purchase Agreement on behalf of the City. All action which has been taken by or at the direction of the Executive Director, Finance & Management Services Agency prior to the adoption of this resolution with respect to the sale of the Bonds, including but not limited to the negotiation of the terms of the Bond Purchase Agreement, is ratified and approved. SECTION 8. No City Obligation. Pursuant to Section 8769 of the Streets and Highways Code of the State of California, the City Council has determined in the Resolution of Intention, and does hereby determine, that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the Redemption Fund for the Bonds established pursuant to the Fiscal Agent Agreement. SECTION 9. Approval of Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement is approved and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized to execute and deliver the final form of the Continuing Disclosure Agreement, which may include such changes or modifications as are deemed appropriate by Bond Counsel, for and in the name and on behalf of the City. SECTION 10. Modifications. The approval of the form of the Fiscal Agent Agreement, Continuing Disclosure Agreement and Bond Purchase Agreement given by this resolution shall apply to any modification or amendment of any of said agreements which is agreed upon and approved by the City Attorney and Bond Counsel and the Executive Director, Finance & Management Services Agency as being necessary to carry out the provisions thereof and the authorization and direction provided in this resolution. SECTION 11. Further Action. The Executive Director, Finance & Management Services Agency is authorized to take any and all action which is directed by the City Attorney and Bond Counsel with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Bond Purchase Agreement and the issuance, sale and delivery of the Bonds, which in the opinion of the City Attorney and Bond Counsel is necessary in order for the authorization and direction provided in this resolution to be carried out. SECTION 12. Conditions of Approval. The approvals, authorization and direction given by this resolution are conditioned upon the satisfaction of the requirements of Section 7 hereof with respect to the issuance and sale of the Bonds. The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Bond Purchase Agreement or the issuance, sale and delivery of the Bonds unless and until such conditions are satisfied; provided, however, that upon satisfaction of such conditions, this resolution shall be fully effective and shall be carried out by such officers without further approval or action of the City Council. The approvals, authorization and direction provided by this resolution shall continue, subject Resolution No. 2016-049 Page 4 of 6 to the satisfaction of such conditions, until June 30, 2017, and the Bonds may be sold, and the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Preliminary Official Statement and the Final Official Statement may be dated, entered into, executed and delivered or distributed, as appropriate, on any date selected by the Executive Director, Finance & Management Services Agency and the Underwriter prior to said date. SECTION 13. Effective Date. This resolution shall take effect upon adoption and shall remain in effect until June 30, 2017, or if the Bonds are issued prior to said date, until all of the Bonds are paid at or redeemed prior to maturity. ADOPTED this 21St day of June, 2016. APPROVED AS TO FORM: Sonia R.Carvalho, City Attorney 0 Attorney AYES: Councilmembers: Amezcua, Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinaiero (7) NOES: Councilmembers: ABSTAIN: Councilmembers: None (0) NOT PRESENT: Councilmembers: None (0) Resolution No. 2016-049 Page 5 of 6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016-049 to be the original resolution adopted by the City Council of the City of Santa Ana on June 21, 2016. Resolution No. 2016-049 Page 6 of 6 Clerk of the Council City of Santa