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HomeMy WebLinkAboutTC Res 2021-05-05 (2)Page 1 of 6 Town Council Resolution No. 11-2021 05/05/2021 RESOLUTION NO. 11-2021 RESOLUTION OF THE TOWN COUNCIL OF TOWN OF TIBURON, CALIFORNIA, 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. 2017-1 (HAWTHORNE 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. 2017-1 (Hawthorne 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 the diagram was recorded with the County Recorder of the County of Marin (the “County”) on February 22, 2018 in the Book of Maps of Assessment Districts in Book 2018, Page 21 as Document No. 2018-0005674; and WHEREAS, a Notice of Assessment, as prescribed in Section 3114 of the Code, was recorded with the County Recorder of the County on February 22, 2018 as Document No. 2018- 0005675, 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, subsequent to the recording of the Notice of Assessment, the owners of parcels within the Assessment District were given notice of their right to prepay the assessment within 30 days, and the owners of the parcels upon which Assessment Numbers 51, 55A, 116 and 118, as shown in the Final Engineer’s Report, were levied prepaid such assessment and on May 1, 2018 the Town recorded with the County Recorder of the County a Notice of Discharge of Assessment Liens and Addendum to Notice of Assessment which discharged the assessment lien on each of those parcels; and WHEREAS, following the recording of the Notice of Discharge of Assessment Liens and Addendum to Notice of Assessment, the owner of Assessor’s Parcel Number 055-183-27, upon which Assessment Number 51 had been levied and discharged requested that the Town refund the cash prepayment made with respect to Assessor’s Parcel Number 055-183-27 and place a new assessment thereon in the amount of $104,076.89, which equals the amount initially assessed against such parcel as set forth in the Final Engineer’s Report; and DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C Page 2 of 6 Town Council Resolution No. 11-2021 05/05/2021 WHEREAS, the Town Council set May 19, 2021 as the date for the public hearing on a proposed new Assessment No. 51A to be placed on Assessor’s Parcel Number 055-183-27 in the amount of $104,076.89; 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 unpaid assessments on the parcels within the Assessment District; and WHEREAS, this Town Council desires to authorize the issuance of bonds (the “Bonds”) up to the maximum principal amount described in Section 3 below to be secured by unpaid assessments within the Assessment District in an amount equal to the principal amount of the Bonds issued for the purpose of financing the acquisition and construction of the improvements for which the assessments were confirmed (the “Improvements”); 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 and the Town requested proposals for underwriting services related to the sale of the 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 Underwriter for the Bonds; and WHEREAS, there has been presented to the Town Council the forms of a Bond Indenture (the “Bond Indenture”) between the Town and U.S. Bank National Association, as trustee (the “Trustee”), a Continuing Disclosure Agreement by and between the Town and NBS (“Continuing Disclosure Agreement”), a Bond Purchase Agreement to be entered into between the Town and Stifel (the “Underwriter”), as the purchaser of the Bonds (the “Bond Purchase Agreement”), and the form of a Preliminary Official Statement for the Bonds (the “Preliminary Official Statement”) to be used by the Underwriter in connection with the sale of the Bonds; and WHEREAS, the Town desires to approve the forms of the Bond Indenture, the Continuing Disclosure Agreement and the Bond Purchase Agreement; to authorize the issuance of the Bonds and the sale thereof to the Underwriter on the terms approved hereby; to authorize the distribution of the Preliminary Official Statement to prospective purchasers of the Bonds and to authorize the officers of the Town to take all actions required for or related to the issuance of the 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)(1); 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 DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C Page 3 of 6 Town Council Resolution No. 11-2021 05/05/2021 necessary to effectuate the issuance of the Bonds in accordance with the Bond Purchase 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 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 Bonds in an aggregate principal amount not to exceed Seven Million Eight Hundred Thousand Dollars ($7,800,000), shall be issued pursuant to the provisions of the 1915 Act upon the security of an equal amount of unpaid assessments remaining within the Assessment District as of the date of the issuance of the Bonds and as set forth in the Bond Indenture. If the proposed new Assessment No. 51A is confirmed by the Town Council at the public hearing scheduled for May 19, 2021, then such assessment shall be included as one of the unpaid assessments securing the Bonds. The Bonds shall be dated, be in such aggregate principal amount, bear interest at such rates, and mature on such dates and in such amounts as are set forth in the Bond Purchase Agreement upon the execution and delivery thereof in accordance with Section 7 below. The Bonds shall be issued substantially in the form of bonds set forth in the 1915 Act, except as such form may vary from the terms and conditions set forth in this Resolution and the Bond Indenture. The principal amount of the Bonds to be sold will be determined by the Town Manager or his designee or the Director of Administrative Services, up to, but not to exceed, the amounts set forth above. Neither the faith and credit nor the taxing power of the Town, the County of Marin, the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The Town is not obligated to advance available funds from the Town treasury to the Redemption Fund in the event of a delinquency in the payment of an assessment installment or installments. The 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. The Town Council hereby finds and determines that the issuance of the Bonds is consistent with the Policies and that information satisfying the requirements of Government Code Section 5852.1(a)(1) has been presented to the Town Council and disclosed at the meeting at which this resolution is being adopted. Section 4. 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 Bonds, shall apply. Section 5. The Continuing Disclosure Agreement is approved in substantially the form presented to the Town Council; and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Town, to execute, and the Town Clerk, or her written designee(s), to attest to and deliver to NBS, as Dissemination Agent, the Continuing Disclosure Agreement substantially in the form hereby approved, with such additions thereto and changes therein, including the selection of an alternate Dissemination Agent from time to time, as may be approved by the Authorized Officer executing such agreement or required by the Town Attorney or Bond Counsel, such approval or requirement to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. Section 6. The form of the Preliminary Official Statement presented at this meeting is hereby approved, and the Underwriter is hereby authorized to distribute the Preliminary Official DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C Page 4 of 6 Town Council Resolution No. 11-2021 05/05/2021 Statement to prospective purchasers of the Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by any of the Authorized Officers, or the written designee of either, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. Each of the Authorized Officers 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 any of the Authorized Officers, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Bonds and any supplement thereto to the purchasers thereof upon its execution by one of the Authorized Officers. Section 7. Subject to Section 3 hereof, the sale of the Bonds to the Underwriter is hereby approved provided that (a) the Underwriter’s discount, exclusive of original issue discount, shall not exceed one and three tenths percent (1.3%) of the original aggregate principal amount of the Bonds issued, (b) the true interest cost on the Bonds, as calculated by the Underwriter or Sperry Capital, Inc., the Town’s Municipal Advisor, shall not exceed three and three tenths percent (3.3%) per annum, (c) the final principal amounts, discount and interest rates for the Bonds shall have been approved by the Town Manager or the Director of Administrative Services; and (iv) the final maturity date of the bonds shall not be later than September 2, 2051. Subject to compliance with the foregoing provisions, any one of the Authorized Officers is hereby authorized and directed to evidence the Town’s acceptance of the offer made by the Underwriter by executing and delivering to the Underwriter a Bond Purchase Agreement substantially in the form hereby approved with such additions thereto and changes therein as may be approved by the Authorized Officer executing the agreement, or required by Town Attorney or Bond Counsel, such approval or requirement to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement. Section 8. The Trustee is hereby authorized and directed to authenticate the Bonds and to deliver them to The Depository Trust Company on behalf of the Underwriter upon payment of the purchase price thereof. Section 9. 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 which they may deem necessary or advisable in order to consummate the sale and delivery of the Bonds and otherwise to effectuate the purposes of this resolution; and any actions previously taken by such officers for these purposes are hereby ratified and confirmed. The Authorized Officers and other officers of the Town are further authorized following the issuance of the Bonds to take all steps required to reduce the amount of the unpaid assessments on the parcels within the Assessment District to an aggregate amount equal to the principal amount of the Bonds issued and to take action from time to time in the capacity of an Authorized Representative of the Town under the Bond Indenture. Section 10. Any action authorized or directed in this resolution to be taken or performed by an Authorized Officer may be taken or performed by their designee with the same force and effect as if taken or performed by such Authorized Officer. Section 11. If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The Town Council hereby declares that DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C Page 5 of 6 Town Council Resolution No. 11-2021 05/05/2021 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 invalid or unconstitutional. Section 12. The Town Council finds the adoption of this resolution is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C Page 6 of 6 Town Council Resolution No. 11-2021 05/05/2021 Section 13. This Resolution shall take effect immediately upon its adoption by the Town Council, and the Town Clerk shall certify the vote adopting the resolution. PASSED, APPROVED, and ADOPTED on May 5, 2021. HOLLI P. THIER, Mayor ATTEST: LEA STEFANI Town Clerk DocuSign Envelope ID: A7D4F170-693A-4F89-8389-236099D7859C