Loading...
HomeMy WebLinkAbout97-092 - ResolutionsRESOLUTION NO. 97-092 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, AUTHORIZING ISSUANCE OF BONDS, APPROVING FORM OF BOND INDENTURE, BOND PURCHASE AGREEMENT, PRELIMINARY OFFICIAL STATEMENT, AND DISCLOSURE AGREEMENTS FOR ASSESSMENT DISTRICT NO. 93-1 (MASI PLAZA) WHEREAS, the City Council of the City of Rancho Cucamonga, California, is conducting proceedings for the acquisition of certain public improvements in a special assessment district 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, said special assessment district known and designated as Assessment District No. 93-1 (Masi Plaza) hereinafter referred to as the "Assessment District," and WHEREAS, this legislative body has previously declared in its Resolution of Intention to issue bonds to finance the acquisition of said improvements, said bonds to issue pursuant to the terms and provisions of the "Improvement Bond Act of 1915," being Division 10 of said Code; and WHEREAS, at this time this legislative body is desirous to set forth the general terms and conditions relating to the authorization of the issuance and sale and subsequent administration of said bonds; and WHEREAS, there has been presented for consideration by this legislative body the form of the following document: Bond indenture by and between the City and First Trust of California, as fiscal agent, setting forth the terms and conditions relating to the issuance and administration of the bonds (the "Bond Indenture"); Bond purchase agreement authorizing the sale of to Stone & Youngberg LLC, the designated underwriter (the "Bond Purchase Agreement"); Go Preliminary Official Statement containing original disclosure information pertaining to the Assessment District and the bonds, including terms and conditions thereof (the "Preliminary Official Statement"); Resolution No. 97-092 Page 2 Continuing disclosure agreement by and between the City and First Trust of California, as dissemination agent, and developer disclosure agreement by and between Masi Commerce Center Partners and First Trust of California, as dissemination agent (collectively, the "Disclosure Agreements"); and WHEREAS, this legislative body hereby further determines that the unpaid assessments shall be specifically in the amount as shown and set forth in the Certificate of Paid and Unpaid Assessments as certified by and on file with the Treasurer, and for particulars as to the amount of said unpaid assessments, said Certificate and list shall control and govern. NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does hereby resolve as follows: SECTION 1: The above recitals are true and correct. SECTION 2: This legislative body authorizes the issuance of limited obligation improvement bonds in an aggregate principal amount not to exceed the aggregate principal amount of the unpaid assessments pursuant to the terms and provisions of the "improvement Bond Act of 1915," being Division 10 of the Streets and Highways Code of the State of California, and also pursuant to the specific terms and conditions as set forth in the Bond Indenture presented herein. SECTION 3: The Bond Indenture is approved substantially in the form presented herein. The City Manager is hereby authorized and directed for and on behalf of the City to execute the Bond indenture with such additions thereto or changes therein as may be approved by the City Manager, subject to the review of the City Attorney and Bond Counsel, such approval by the City Manager to be conclusively evidenced by the execution and delivery thereof. A copy of said Bond Indenture shall be kept on file with the transcript of these proceedings and open for public inspection. SECTION 4: The Bond Purchase Agreement as submitted by Stone & Youngberg LLC, the designated underwriter, is hereby approved substantially in the form presented herein. The City Manager is hereby authorized and directed for and on behalf of the City to evidence the City's acceptance of the terms and provisions of the Bond Purchase Agreement in the form presented to the City Council at this meeting, with such changes therein as are approved by the City Manager, subject to the review and approval of the City Attorney, Bond Council and Disclosure Counsel, such approval by the City Manager to be conclusively evidenced by the execution and delivery thereof; provided, however, the City Manager shall execute the Bond Purchase Agreement only if the aggregate principal amount of the bonds is equal to the unpaid assessments within the Assessment District, the underwriter's discount does not exceed 2.25 percent (2.25%) and the interest rate on the bonds shall not exceed 7.25 percent (7.25%) per annum. Resolution No. 97-092 Page 3 SECTION 5: The form of the Preliminary Official Statement is hereby approved substantially in the form presented herein. The underwriter is authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the bonds from the underwriter acting in such capacity. Prior to the distribution of the Preliminary Official Statement, the City Manager of the City is authorized, subject to the review of Disclosure Counsel, to approve changes in the Preliminary Official Statement and to certify to the underwriter that the Preliminary Official Statement is deemed final as of its date within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. The officers of the City and their authorized representatives are, and each of them acting alone and with the concurrence of Disclosure Counsel is, hereby authorized and directed for and in the name of the City, to prepare or cause the preparation of a final official statement (the "Official Statement") and execute such Official Statement with such revisions from the Preliminary Official Statement as are reasonable and customary to describe accurately the bonds and matters contained in the Bond Purchase Agreement and the Bond Indenture. Such approval shall be evidenced by the execution thereof. The underwriter is directed to distribute the Official Statement to the purchasers of the bonds. SECTION 6: The Continuing Disclosure Agreement indenture is approved substantially in the form presented herein. The City Manager is hereby authorized and directed for and on behalf of the City to execute the Continuing Disclosure Agreement with such additions thereto or changes therein as may be approved by the City Manager, subject to the review of the City Attorney and Disclosure Counsel, such approval by the City Manager to be conclusively evidenced by the execution and delivery thereof. The Developer Disclosure Agreement is approved substantially in the form presented herein. The City Manager, subject to the review of Disclosure Counsel, is hereby authorized to consent to such changes in the Developer Disclosure Agreement as are deemed appropriate. SECTION 7: The Certificate of Paid and Unpaid Assessments, as certified by the Treasurer, shall remain on file in that office and be open for public inspection for all particulars as it relates to the amount of unpaid assessments to secure bonds for this Assessment District. SECTION 8: This legislative body does further specifically covenant for the benefit of the bondholders to commence and prosecute to completion foreclosure actions regarding delinquent installments of the assessments in the manner, within the time limits and pursuant to the terms and conditions as set forth in the Bond Indenture as submitted and approved through the adoption of the Resolution. SECTION 9: All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the bonds are hereby approved, confirmed and ratified, and the City Manager and any and all other officers of the City are hereby Resolution No. 97-092 Page 4 authorized and directed, for and ion the name and on behalf of the City, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which the City Manager may deem necessary or advisable in order to consummate the lawful issuance and delivery of the bonds in accordance with this Resolution. PASSED, APPROVED, AND ADOPTED this 2nd day of July, 1997. AYES: Alexander, Biane, Curatalo, Gutierrez, Williams NOES: None ABSENT: None ABSTAINED: None ATTEST: D/~~bra j'~. Ad~s. eMaC/, C~,e~r? I, DEBRA J. ADAMS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a regular meeting of said City Council held on the 2nd day of July, 1997. Executed this 7th day of July, 1997, at Rancho Cuca./~ga, California. Debra J. A(lafns, CMC, City Clerk