Loading...
Resolution 14459CITY OF ALAMEDA 14459 C RESOLUTION NO. AUTHORIZING THE ISSUANCE OF TWO SERIES OF REFUNDING BONDS, PROVIDING FOR EXECUTION OF FISCAL AGENT AGREEMENTS AND OTHER MATTERS WITH RESPECT THERETO, AND MAKING FINDINGS WITH RESPECT TO AND APPROVING THE ISSUANCE OF BONDS BY THE ALAMEDA PUBLIC FINANCING AUTHORITY WHEREAS, this City Council has adopted a Resolution of Intention (the "Resolution of Intention ") relating to the levy and collection of reassessments as security for the issuance and payment of a series of refunding bonds for the City's Marina Village Reassessment District No. 10 -1 (the "Reassessment District "), and in the Resolution of Intention this City Council provided that serial and /or term bonds would be issued pursuant to the provisions of the Refunding Act of 1984 for 1915 Act Improvement Bonds, Division 11.5 of the California Streets and Highways Code (the "Refunding Act ") for the Reassessment District, and reference to the Resolution of Intention is hereby expressly made for further particulars; and WHEREAS, a list of all reassessments which remain unpaid in the Reassessment District has been filed with the City Clerk; and WHEREAS, this City Council duly considered the Iist of reassessments and has determined that the same is an accurate statement of the unpaid reassessments; and WHEREAS, this City Council has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "CFD Act "), to form the City of Alameda Community Facilities District No. 1 (Harbor Bay) (the "CFD "), to authorize the levy of special taxes upon the land within the CFD, and to issue bonds secured by said special taxes the proceeds of which were used to finance certain facilities; and WHEREAS, this City Council, as legislative body of the CFD, authorized the issuance of bonds of the City for the CFD in the original principal amount of $17,035,000 designated City of Alameda Community Facilities District No. 1 (Harbor Bay) 1996 Special Tax Refunding Bonds (the "Prior CFD Bonds "), the Prior CFD Bonds having been issued pursuant to the CFD Act and a Resolution of this City Council adopted on June 4, 1996; and WHEREAS, this City Council has determined that due to favorable interest rates, it is in the best interests of the owners of land in the CFD that the Prior CFD Bonds be refunded, and it is in the best interests of the owners of land in the Reassessment District that bonds be issued secured by the reassessments to refund the outstanding Limited Obligation Improvement Bonds, City of Alameda Marina Village Assessment District 89 -1, Series 89 -1 (together with the Prior CFD Bonds, collectively the "Prior Bonds "); and WHEREAS, there has been submitted to this City Council two separate agreements (collectively, the "Fiscal Agent Agreements ") providing for the issuance of two separate issues of refunding bonds of the City (collectively, the "Bonds "), for and on behalf of the CFD and for the Reassessment District, and this City Council, with the aid of City staff, has reviewed the Fiscal Agent Agreements and found them to be in proper order, and now desires to approve the Fiscal Agent Agreements and the issuance of the Bonds; and WHEREAS, there has been presented to the City Council two separate escrow deposit and trust agreements (collectively, the "Escrow Agreements "), providing for the creation of funds which will be used to refund and redeem the Prior Bonds and this City Council now desires to approve such agreements in connection with the refunding of the Prior Bonds; and WHEREAS, the City proposes to sell both issues of the Bonds to the Alameda Public Financing Authority (the "Authority ") pursuant, among other documents, to the terms of an Agreement Regarding Refunding of Authority Bonds (the "Refunding Agreement') by and among the City, the Authority and the other parities identified therein, and the Authority proposes to purchase the. Bonds with the proceeds of its bonds (the "Authority Bonds ") and to offer the Authority Bonds for sale by means of a preliminary official statement (the `Preliminary Official Statement "), and to sell the Authority Bonds by public sale pursuant to a notice of intention to sell bonds (the "Notice of Intention ") and an official notice of sale (the "Official Notice of Sale "); and WHEREAS, it appears that each of said documents referenced above is in appropriate form and is an appropriate document to be executed and delivered for the purpose intended; and WHEREAS, the City has on this date held a duly noticed public hearing, as required by Section 6586.5(a) of the California Government Code, on the refinancing to occur by reason of the purchase of the Bonds with the proceeds of the Authority Bonds; and WHEREAS, this City Council now desires to make a finding of significant public benefit, pursuant to Section 6586.5(a)(2) of the California Government Code, and to approve of the transactions contemplated by the Bonds and the Authority Bonds; 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 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 CFD Act and the Refunding Act, as applicable. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALAMEDA as follows: Section 1. This City Council hereby finds that significant public benefits will arise from the refunding of the Prior Bonds by means of the purchase of the Bonds with the proceeds of the Authority Bonds, all in accordance with Section 6586 of the California Government Code, in that the financing and refinancing will result in demonstrable savings in effective interest rates, bond preparation, bond underwriting and bond issuance costs as only one series of the Authority Bonds will be sold to the public (as opposed to two series of bonds that would otherwise need to be issued by the City) to refinance the Prior Bonds. Section 2. The reassessments for Reassessment District now remaining unpaid are as shown on said List of Unpaid Reassessments for the Reassessment District (the "Reassessments ") on file with the City Clerk; and for a particular description of the Tots or parcels of land bearing the respective reassessment numbers set forth in said list, reference is hereby made to the reassessment and to the diagram, and any amendments thereto, recorded in the office of the Superintendent of Streets of the City for the Reassessment District. Section 3. Pursuant to the Refunding Act and this Resolution, refunding bonds designated as "Limited Obligation Refunding Bonds, City of Alameda Marina Village Reassessment District No. 10-1" (the "Reassessment Bonds ") shall be issued in an aggregate principal amount equal to the unpaid Reassessments, but not in any event in a principal amount in excess of $9,500,000. The Reassessment Bonds shall be issued at such rate or rates of interest, in such form or forms, with such maturities and upon such provisions, covenants and conditions, all of which shall be as specified by the City pursuant to the terms of the Fiscal Agent Agreement with respect to the Reassessment Bonds to be executed by the City in furtherance of the issuance of the Reassessment Bonds hereby authorized; provided, however, no such Reassessment Bonds shall be authorized in excess of the total aggregate amount of the unpaid Reassessments. Pursuant to the CFD Act and this Resolution, special tax refunding bonds of the City for the CFD designated as "City of Alameda Community Facilities District No 1 (Harbor Bay) 2010 Special Tax Refunding Bonds" (the "CFD Bonds ") in an aggregate principal amount not to exceed $11,500,000, are hereby authorized to be issued. The CFD Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement for the CFD Bonds. In furtherance of the issuance of the CFD Bonds, this Council hereby makes the following findings and determinations: (i) it is prudent in the management of the fiscal affairs of the City, this City Council and the CFD to issue the CFD Bonds for the purpose of refunding the Prior CFD Bonds; (ii) the total net interest cost to maturity on the CFD Bonds plus the principal amount of -3- the CFD Bonds will not exceed the total net interest cost to maturity on the Prior CFD Bonds plus the principal amount of the Prior CFD Bonds; and (iii) the value of the real property in the CFD subject to the special tax to pay debt service on the CFD Bonds is at least three times the principal amount of the CFD Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the CFD Act or a special assessment levied on property with the CFD. The determination in the preceding clause (iii) is based on the full cash value of such property as shown on the ad valorem tax roll of the County of Alameda. For purposes of Section 53363.2 of the CFD Act, (1) it is expected that the purchase of the CFD Bonds will occur on or after June 21, 2010, (ii) the date, denomination, maturity dates, places of payment and form of the CFD Bonds shall be as set forth in the Fiscal Agent Agreement for the CFD Bonds, (iii) the minimum rate of interest to be paid on the CFD Bonds shall be one percent (1%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement for the CFD Bonds as executed, (iv) the place of payment for the Prior CFD Bonds shall be as set forth in the Fiscal Agent Agreement for the Prior CFD Bonds; and (v) the designated costs of issuing the CFD Bonds shall be as described in Section 53363.8(a) of the CFD Act, and as otherwise described in the Fiscal Agent Agreement for the CFD Bonds and the closing certificates for the CFD Bonds. Section 4. The Fiscal Agent Agreements, in the respective forms on file with the City Clerk, which Fiscal Agent Agreements provide, in substance, provisions for the payment of and covenants relating to the Reassessment Bonds and the CFD Bonds (collectively, the "Bonds "), are hereby approved. The City Manager is hereby authorized and directed to execute the Fiscal Agent Agreements on behalf of the City in such forms, together with such changes thereto as may be approved by the City Manager upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreements by the City. The City Council hereby approves the refunding of each series of the Prior Bonds with the proceeds of the applicable series of the . Bonds, in accordance with the provisions of the documents pursuant to which the Prior Bonds were sold and delivered, and an Escrow Agreement for each series of the Prior Bond, each among the City, the Authority and the Fiscal Agent or the Agent, as applicable, for the Prior Bonds, as escrow bank thereunder. The City Council hereby approves the Escrow Agreements in the respective forms on file with the City Clerk. The City Council hereby authorizes and directs the City Manager to execute and deliver the Escrow Agreements on behalf of the City in such forms, together with any changes therein or additions thereto deemed advisable by the City Manager upon consultation with Bond Counsel and the City Attorney, the approval of such changes to be conclusively evidenced by the execution and delivery of the Escrow Agreements by the City. -4- Section 5. Union Bank, N.A., is hereby designated to act as the Fiscal Agent for the Bonds and to perform the actions and duties required of the Fiscal Agent under the Fiscal Agent Agreements, including those for the authentication, transfer, registration, and payment of the Bonds. The City Manager is hereby authorized enter into an agreement with the Fiscal Agent for its services as the Fiscal Agent under the Fiscal Agent Agreements. Section 6. The forms of the Refunding Agreement and the Purchase Contract on file with the City Clerk are hereby approved. The City Manager is hereby authorized and directed to execute the Refunding Agreement and the Purchase Contract in the forms hereby approved, with such additions therein and changes thereto as the City Manager upon consultation with the City Attorney and Bond Counsel, deems necessary or desirable, with such approval to be conclusively evidenced by the execution and delivery of such agreements by the City. The City Council hereby approves the issuance of the Authority Bonds by the Authority and the sale of the Authority Bonds by public sale pursuant to the Notice of Intention and the Official Notice of Sale as such documents are approved by the Board of Directors of the Authority. This City Council hereby finds and determines that the sale of the CFD Bonds to the Authority at negotiated sale as contemplated by the Refunding Agreement and the Purchase Contract will result in a lower overall cost. Section 7. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Authority or its designee as directed in the Refunding Agreement. Section 8. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereby approved and the Preliminary Official Statement is hereby authorized to be distributed to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the City Manager, upon consultation with Disclosure Counsel and the City Attorney, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission. The City Manager is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the City Manager, upon consultation with Disclosure Counsel and the City Attorney, to make such Official Statement complete and accurate as of its date. The distribution of the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers of the Authority Bonds is hereby authorized. -5- Section 9. The Mayor, City Manager, City Clerk and Treasurer of the City and any other officers or staff of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds and the refunding of the Prior Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Fiscal Agent Agreements and the Escrow Agreements. Section 10. This Resolution shall take effect upon its adoption by this City Council. * * * * * * * * 1, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda during the Regular Meeting of the City Council on the 15th ay of June, 2010, by the following vote to wit: AYES: Councilmembers deHaan, Gilmore, Matarrese, Tam and Mayor Johnson - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 16th day of June, 2010. Lara Weisiger, City Clerk City of Alameda