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HomeMy WebLinkAboutTC Res 2016-07-20 (3)RESOLUTION NO. 21-2016 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON AUTHORIZING ISSUANCE OF REFUNDING BONDS FOR THE 2016 CONSOLIDATED REASSESSMENT DISTRICT, PROVIDING FOR EXECUTION OF A FISCAL AGENT AGREEMENT AND OTHER MATTERS WITH RESPECT THERETO, AND MAKING FINDINGS WITH RESPECT TO AND APPROVING THE ISSUANCE OF BONDS BY THE TIBURON PUBLIC FINANCING AUTHORITY WHEREAS, this Town Council has heretofore conducted special reassessment proceedings pursuant to Resolution of Intention Nos. 15-2003, 03-2006, 14-2001, 3326, 19-2003, and 30-2010 adopted on May 21, 2003, January 4, 2006, March 21, 2001, April 7, 1999, June 4, 2003, and June 2, 2010, respectively, and in said proceedings this Town Council confirmed unpaid assessments upon the parcels in the Town of Tiburon, Lyford Cove Utility Undergrounding Assessment District, the Town of Tiburon, Lyford Cove Utility Undergrounding Supplemental Assessment District, the Town of Tiburon, Stewart Drive Undergrounding Assessment District, the Town of Tiburon, Main Street Assessment District, the Town of Tiburon, Del Mar Valley Utility Undergrounding Assessment District, and the Town of Tiburon, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District (collectively, the "Prior Districts"), and special assessment bonds, entitled Town of Tiburon Limited Obligation Improvement Bonds, Lyford Cove Utility Undergrounding Assessment District, Town of Tiburon Limited Obligation Improvement Bonds, Lyford Cove Utility Undergrounding Assessment District, Series 2005-2, Town of Tiburon Limited Obligation Improvement Bonds, Lyford Cove Utility Undergrounding Supplemental Assessment District, Town of Tiburon Limited Obligation Improvement Bonds, Stewart Drive Undergrounding Assessment District, Town of Tiburon Limited Obligation Improvement Bonds, Main Street Assessment District, Town of Tiburon Limited Obligation Improvement Bonds, Del Mar Valley Utility Undergrounding Assessment District, and Town of Tiburon Subordinate Lien Limited Obligation Improvement Bonds, Del Mar Valley 2010 Supplemental Utility Undergrounding Assessment District (collectively, the "Prior Assessment Bonds") were issued and delivered and a portion of which Prior Assessment Bonds are now outstanding and are secured by said unpaid assessments; WHEREAS, this Town Council has adopted a Resolution of Intention (the "Resolution of Intention") relating to the formation of a consolidated reassessment district (the "Reassessment District"), and the levy and collection of reassessments as security for the issuance and payment of a series of refunding bonds for the Reassessment District the proceeds of which will be used to refund the Prior Assessment Bonds, and in said Resolution of Intention this Town Council provided that serial and/or term bonds would be issued thereunder 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 said Resolution of Intention is hereby expressly made for further particulars; WHEREAS, a list of all reassessments which remain unpaid in respect of the Reassessment District has been filed with the Town; and WHEREAS, this Town Council duly considered said list and determined that the same were accurate statements thereof; WHEREAS, this Town Council has determined that due to favorable interest rates, it is in the best interests of the owners of the property in the Reassessment District that bonds be issued secured by the reassessments to refund the Prior Assessment Bonds; WHEREAS, there has been submitted to this Town Council an agreement (the "Fiscal Agent Agreement"), by and between the Town and U.S. Bank National Association as fiscal agent (the "Fiscal Agent"), providing for the issuance of an issue of refunding bonds of the Town (the "2016 Reassessment Bonds"), for and on behalf of the Reassessment District, and this Town Council, with the aid of Town staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the 2016 Reassessment Bonds; WHEREAS, there has been presented to the Town Council an escrow agreement (the "Escrow Agreement"), providing for the creation of escrow funds which will be used to refund and redeem the Prior Assessment Bonds and the Town Council now desires to approve such agreement in connection with the refunding of the Prior Assessment Bonds; WHEREAS, the Town proposes to sell the 2016 Reassessment Bonds to the Tiburon Public Financing Authority (the "Authority") pursuant to the terms of a Bond Purchase Contract (Reassessment Bonds) (the "Purchase Contract") by and between the Town and the Authority, and the Authority proposes to purchase the Bonds with the proceeds of its bonds (the "Authority Bonds") and to sell the Authority Bonds to the investing public by means of a preliminary official statement (the "Preliminary Official Statement"); WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; WHEREAS, this Town Council now desires to make a finding of significant public benefit, pursuant to Section 6586 of the California Government Code, and to approve of the transactions contemplated by the 2016 Reassessment 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 2016 Reassessment 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 United States of America, including the Refunding Act. NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Tiburon as follows: -2- 1. This Town Council hereby finds that significant public benefits will arise from the use of proceeds of the Authority Bonds to refund the Prior Assessment Bonds (and thereby the refinancing of the improvements funded with proceeds of the Prior Assessment Bonds), in accordance with Section 6586 of the California Government Code, in that the financing will result in demonstrable savings in effective interest rates, bond preparation, bond underwriting and bond issuance costs. 2. The reassessments for the Reassessment District now remaining unpaid are as shown on said List of Unpaid Reassessments for the Reassessment District (the "Reassessments"); the aggregate amount thereof is $9,889,321.29; and for a particular description of the lots 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 Town for the Reassessment District. 3. The 2016 Reassessment Bonds shall be issued in the aggregate principal amount as hereinafter provided upon the security of the unpaid Reassessments and the proceedings heretofore taken with respect to said Resolution of Intention. The 2016 Reassessment Bonds shall be issued at such rate or rates of interest, in such form or forms, at such maturities and upon such provisions, covenants and conditions, all of which shall be as specified by the Town pursuant to the terms of the Fiscal Agent Agreement to be executed by the Town in furtherance of the issuance of the 2016 Reassessment Bonds hereby authorized; provided, however, no such 2016 Reassessment Bonds shall be authorized in excess of the total aggregate amount of said unpaid Reassessments hereinabove specified. 4. The Fiscal Agent Agreement, in the form presented to this Town Council, which Fiscal Agent Agreement provides, in substance, provisions for the payment of and covenants relating to the 2016 Reassessment Bonds, is hereby approved. The Town Manager and the Town Director of Administrative Services (each, an "Authorized Officer"), each acting alone, are hereby authorized to execute the Fiscal Agent Agreement on behalf of the Town in such form, together with such changes thereto as may be approved by the officer of the Town executing the same upon consultation with the Town Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Officer. The Town Council hereby approves the refunding of the Prior Assessment Bonds with the proceeds of the 2016 Reassessment Bonds in accordance with the provisions of the documents pursuant to which such Prior Reassessment Bonds were sold and delivered and the Escrow Agreement. The Town Council hereby approves the Escrow Agreement in the form on file with the Town Clerk. The Town Council hereby authorizes the Authorized Officers, each acting alone, to execute and deliver the Escrow Agreement for and in the name and on behalf of the Town in such form, together with any changes therein or additions thereto deemed advisable by the officer executing the same upon consultation with Bond Counsel and the Town Attorney. The Town Council hereby authorizes the delivery and performance by the Town of the Escrow Agreement. -3- The Town Council hereby authorizes the establishment of a reserve fund or account, which shall be held and administered under the indenture of trust for the Authority Bonds, as described in the Preliminary Official Statement approved in Section 8 below. 5. The Fiscal Agent shall perform the actions and duties required of the Fiscal Agent under the Fiscal Agent Agreement, including those for the authentication, transfer, registration, and payment of the 2016 Reassessment Bonds. 6. The form of the Purchase Contract between the Authority and the Town presented at this meeting is hereby approved. The Authorized Officers, each acting alone, are hereby authorized to execute the Purchase Contract for the acquisition by the Authority, with the proceeds of the Authority Bonds, of the 2016 Reassessment Bonds in the form hereby approved, with such additions therein and changes thereto as the officer executing the same upon consultation with the Town Attorney and Bond Counsel, deems necessary or desirable, with such approval to be conclusively evidenced by the execution and delivery of such agreement by an Authorized Officer. The Town Council hereby approves the issuance of the Authority Bonds by the Authority and hereby authorizes the delivery and performance by the Town of the Purchase Contract. 7. The 2016 Reassessment Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2016 Reassessment Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the 2016 Reassessment Bonds, when duly executed and authenticated, to the Authority or its designee in accordance with the Purchase Contract, upon payment of the purchase price therefor. 8. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereby approved and Wulff, Hansen & Co. (the "Underwriter") is hereby authorized to distribute the Preliminary Official Statement 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 Town Manager, or his written designee, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Town 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 Town Manager, or his written designee, 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 Authority Bonds and any supplement thereto to the purchasers of the Authority Bonds following its execution by the Authority. 9. The Mayor, Town Manager, Town Director of Administrative Services, Town Clerk and Town Treasurer and any other officers or staff of the Town are hereby authorized and directed to take any actions and execute and deliver any and all documents (including, but not limited to, a Continuing Disclosure Agreement referenced in the Fiscal Agent Agreement) as are necessary to accomplish the issuance, sale and delivery of the 2016 Reassessment Bonds and the refunding of the Prior Assessment Bonds in accordance with the provisions of this Resolution -4- and the fulfillment of the purposes of the 2016 Reassessment Bonds as described in the Fiscal Agent Agreement and the Escrow Agreement. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Tiburon on July 20th, 2016, by the following vote: AYES: COUNCILMEMBERS: Doyle, Fraser, Fredericks, O'Donnell, Tollini NOES: COUNCILMEMBERS: None ATTEST: Diane Crane Iacopi, '3 own Cler 20034.01:J14105 7/12/16 -5- _____'-- ^ .-''''''F-......----,2-e._---E-._.__- , Erin 5- Erin Tollini, Mayor