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HomeMy WebLinkAboutTC Res 2018-06-06 (7) RESOLUTION NO. 23-2018 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF BONDS PURSUANT TO THE PROVISIONS OF THE IMPROVEMENT BOND ACT OF 1915 FOR THE TOWN OF TIBURON ASSESSMENT DISTRICT NO. 2017-2 (VIRGINIA UNDERGROUNDING DISTRICT) AND APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the Town Council of the Town of Tiburon (the "Town") has previously adopted Town Council Resolution No. 2996 supporting the undergrounding of overhead utility wires and poles and has adopted Policy and Procedures for the Formation of Utility Undergrounding Assessment Districts (the "Policies"); and WHEREAS, in accordance with the Policies, this Town Council has taken proceedings under the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "Code") for the Town of Tiburon Assessment District No. 2017-2 (Virginia Undergrounding District) (the "Assessment District") and has confirmed an assessment, which assessment and a related diagram were recorded in the office of the Director of Public Works/Town Engineer, acting as the Superintendent of Streets, and with the County Recorder of the County of Marin (the "County"); and WHEREAS, a notice of assessment, as prescribed in Section 3114 of the Code, has been recorded with the County Recorder of the County, whereupon the assessment attached as a lien upon the property assessed within the Assessment District as provided in Section 3115 of the Code; and WHEREAS, the proceedings provide that bonds will be issued pursuant to the Improvement Bond Act of 1915, Division 10 of the Code (the "1915 Act") to represent and be secured by the unpaid assessments on the parcels within the Assessment District; and WHEREAS, this Town Council desires to authorize the issuance of a first series of bonds (the "Series A Bonds") to be secured by a portion of the unpaid assessments for the purpose of financing the design and engineering costs related to the improvements for which the assessments were confirmed (the "Improvements"); and WHEREAS, it is the expectation of this Town Council that following the design, engineering and successful bidding of a contract to construct the Improvements that a second series of bonds (the "Series B Bonds") will be sold to finance the acquisition and construction of the Improvements, which bonds will be secured on a parity with the Series A Bonds; and WHEREAS, the Policies call for the Town to retain the services of a firm to assist in the pricing, selling and delivery of the bonds to be sold by the Assessment District and the Town requested proposals for underwriting services related to the sale of the Series A Bonds and the Series B Bonds and following an evaluation of the proposals submitted, the Town Manager is recommending that this Town Council retain the services of Stifel Nicolaus & Company, Incorporated ("Stifel") to act as the Placement Agent for the Series A Bonds and as the Underwriter for the Series B Bonds; and Page 1 of 6 Town Council Resolution No. 23-2018 June 6, 2018 WHEREAS, there has been presented to this Town Council the form of a Bond Indenture (the `Bond Indenture") between the Town of Tiburon (the "Town") and U.S. Bank National Association, as Trustee (the "Trustee"); and WHEREAS, there has been presented to this Town Council the form of a Placement Agent Agreement (the "Placement Agent Agreement") between the Town and Stifel; and WHEREAS, this Town Council wishes to approve the forms of the Bond Indenture and the Placement Agent Agreement and the placement of the Series A Bonds with a purchaser identified by Stifel in accordance with the Placement Agent Agreement and to authorize the officers of the Town to take all actions required for the issuance of the Series A Bonds; and WHEREAS, in accordance with the requirements of Government Code Section 5852.1, there has been presented to this Town Council and disclosed at the meeting at which this resolution is being adopted the information required by Government Code Section 5852.1(a)(]) which is attached hereto as Exhibit A; NOW, THEREFORE, the Town Council of the Town of Tiburon DOES HEREBY FIND, DETERMINE, RESOLVE, AND ORDER as follows: Section 1. The above recitals are all true and correct. Section 2. The Bond Indenture is approved in substantially the form presented to this Town Council; and each of the Mayor, the Town Manager, the Director of Administrative Services and their written designees (individually an "Authorized Officer" and, collectively, the "Authorized Officers"), acting alone, is authorized and directed to execute, and the Town Clerk, or her written designee, is authorized to attest, the Bond Indenture substantially in the form approved with such additions thereto and changes therein as the Authorized Officer executing the Bond Indenture deems necessary to effectuate the placement of the Series A Bonds in accordance with the Placement Agent Agreement, or as required by the Town Attorney and the Town's Bond Counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation (the "Bond Counsel"), for the issuance of the Series A Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Bond Indenture by any one of the Authorized Officers. Section 3. The Placement Agent Agreement is hereby approved in the form presented and each of the Authorized Officers acting alone, is authorized and directed to execute the Placement Agent Agreement and the Series A Bonds shall be sold in accordance with the terms set forth therein. The Series A Bonds shall be issued pursuant to the provisions of the 1915 Act in an aggregate principal amount not to exceed $350,000, with a final maturity not later- than September 2, 2049 and interest rates not to exceed twelve percent (12%) per annum. The Series A Bonds shall be issued upon the security of the unpaid assessments as set forth in the Bond Indenture. Subject to the foregoing limitations, the Series A Bonds shall be dated, be in such aggregate principal amount, bear interest at such rates, and mature on such date or dates and in such amounts as are set forth in the Bond Indenture upon the execution and delivery thereof in accordance with Section 2 above. The Series A Bonds shall be issued substantially in the form set forth in the 1915 Act. except as such form may vary from the terms and conditions set forth in the Bond Indenture. The principal amount of the Series A Bonds to be sold will be as determined by the Town Manager, or his designee not to exceed $350,000. Page 2 of 6 Town Council Resolution No. 23-2018 June 6, 2018 Neither the faith and credit nor the taxing power of the Town, the County, the State of California or any political subdivision thereof is pledged to the payment of the Series A Bonds. The Town is not obligated to advance available funds from the Town treasury to the Redemption Fund established under the Bond Indenture in the event of a delinquency in the payment of an assessment installment or installments. The Series A Bonds are not general obligations of the Town; they are limited obligations payable solely from the funds specified in the 1915 Act and the Bond Indenture. Section 4. All moneys in the Improvement Fund established under the Bond Indenture shall be applied exclusively to the payment of the costs of the design and engineering, construction and installation of the Improvements described in the Assessment Engineer's Report prepared in connection with the formation of the Assessment District, as approved by this Town Council and as now or hereafter amended or changed by appropriate change and modification proceedings, and all expenses incidental thereto. Any surplus remaining in the linprovement Fund after payment of all costs of the Improvements and all legal charges, claims and expenses related thereto shall be applied in accordance with Section 10427 of the Code as determined by further action of this Town Council. Section 5. The provisions of Part 11.1 (commencing with Section 8760) of the 1915 Act, providing an alternative procedure for the division of land and the Series A Bonds, shall apply. Section 6. The Series A Bonds shall be registered as set forth in the Bond Indenture and the Trustee is hereby authorized and directed to authenticate the Series A Bonds and to deliver them in accordance with the terms of the Bond Indenture upon payment of the purchase price thereof. Section 7. The Authorized Officers and other officers of the Town are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including a Continuing Disclosure Agreement by and between the Town and NBS Government Finance Group, as dissemination agent, in a form approved by an Authorized Officer and Stifel, which they may deem necessary or advisable in order to consummate the sale and delivery of the Series A Bonds, and otherwise to effectuate the purposes of this Resolution and such actions previously taken by such officers are hereby ratified and confirmed. Section 8. Any action authorized or directed in this Resolution to be taken or performed by an Authorized Officer may be taken or performed by the written designee thereof with the same force and effect as if taken or performed by such Authorized Officer. Section 9. If any section, subsection, sentence, clause or phrase of this Resolution shall be for any reason held by a court of competent jurisdiction to be unconstitutional, invalid or unenforceable, such holding shall not affect the validity of the remaining portions hereof. This Town Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause or phrase hereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared to be unconstitutional, invalid or unenforceable, and such holding shall not affect the validity of the remaining portions hereof. Section 10. This Resolution shall be liberally construed to the end that its purpose may be effected. No error, irregularity or informality and no neglect or omission herein or in any proceeding had pursuant hereto which does not directly affect the jurisdiction of the Town Council shall void or invalidate this Resolution or such proceeding or any part thereof, or any act or determination made pursuant thereto. Page 3 of 6 Town Council Resolution No. 23-2018 June 0, 2018 Section 11. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED, and ADOPTED on June 6, 2018. L � JIM FRAS l� :f a or ATTEST: LEA STEFAN , Town Clerk Page 4 of 6 Town Council Resolution No. 23-2018 June 6, 2018 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Series A Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Town by its Municipal Advisor. Principal Amount. The Municipal Advisor has informed the Town that, based on the Town's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Series A Bonds to be sold is $305,000 (the "Estimated Principal Amount"). Based on the Estimated Principal Arnount,the following good faith estimates are provided: (a) True Interest Cost of the Series A Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series A Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Series A Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Series A Bonds, is 3.59%. (b) Finance Charge of the Series A Bonds. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series A Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Series A Bonds, which means the sum of all fees and charges paid to third parties, is $94,276, of which $79,500 is for costs of issuance to be paid from Series A Bond proceeds, $6,526 is for the Placement Agent's fee and $8,250 is for fees paid to the Trustee over the life of the Series A Bonds from funds other than Series A Bond proceeds. (c) Amount of Proceeds to be Received. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series A Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Town for sale of the Series A Bonds, less the finance charge of the Series A Bonds paid from Series A Bond proceeds, which amount is estimated to be $79.500, and any reserves or capitalized interest to be paid or funded with proceeds of the Series A Bonds, which is estimated to be $61,538, is $160,101. (d) Total Payment Amount. The Municipal Advisor has informed the Town that, assuming that the Estimated Principal Amount of the Series A Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Town will make to pay debt service on the Series A Bonds, plus the finance charge for the Series A Bonds as described in (b) above not paid with the proceeds of the Series A Bonds, calculated to the final maturity of the Series A Bonds, is $354,363 ($9,913 of which will be paid for from capitalized interest). The foregoing estimates constitute good faith estimates only. The actual principal amount of the Series A Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Series A Bonds being different than the date Page S of 6 Toivn Council Resolution No. 23-2018 June 6, 2018 assumed for purposes of such estimates, (b) the actual principal amount of Series A Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Series A Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Series A Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Town's financing plan, or a combination of such factors. The actual date of sale of the Series A Bonds and the actual principal amount of Series A Bonds sold will be determined by the Town based on the timing of the need for proceeds of the Series A Bonds and other factors. The actual interest rates borne by the Series A Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Series A Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Town. Page 6 of'6 Tovim Council Resolution No. 23-2018 June 6, 2018