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HomeMy WebLinkAbout1996-06-11 - RESOLUTIONS - ASMT DIST 92-2 GVR (2)29162-02 1 JHHW:DJQbrf 5/31/96 RESOLUTION NO. 96-85 A RESOLUTION OF THE CITY COUNCIL OF SANTA CLARITA APPROVING FISCAL AGENT AGREEMENT, BOND PURCHASE AGREEMENT, OFFICIAL STATEMENT AND RELATED DOCUMENTS AND AUTHORIZING ACTIONS WITH RESPECT THERETO, AND RESCINDING CERTAIN PRIOR RESOLUTIONS CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on April 21, 1992, this Council passed and adopted Resolution of Intention No. 92-81 (the 'Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913 for its Assessment District No. 92-2 (Golden Valley Road (the "Assessment District"). By said Resolution of Intention, this Council provided that serial and/or term bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California and reference to said Resolution of Intention is hereby expressly made for further particulars; WHEREAS, on July 23, 1992, this Council adopted Resolution No. 92-98, A Resolution .— of the City Council of the City of Santa Clarita Determining Unpaid Assessments, Authorizing Issuance of Bonds and Providing for Execution of Fiscal Agent Agreement With Respect Thereto; WHEREAS, subsequent to July 23, 1992 this Council adopted Resolutions No. 92-231, No. 92-232, and No. 93-38 (together, the "Prior Resolutions") which, among other things, authorized various difference forms of Fiscal Agent Agreement and approved the sale of the City's limited obligation improvement bonds and related documents upon the terms and conditions stated therein; WHEREAS, this Council now wishes to rescind the Prior Resolutions and to authorize the sale of bonds to finance a portion of the public improvements in the Assessment District, all as set forth herein; WHEREAS, on this date, PaineWebber Incorporated (the "Underwriter') has presented to this Council, a form of agreement (the 'Bond Purchase Agreement") for the purchase of not to exceed $879,432 par value of City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1996, (the 'Bonds") to be issued by the City in proceedings undertaken pursuant to the Resolution of Intention; WHEREAS, Fieldman, Rolapp & Associates, as financial advisor to the City (the "Financial Advisor") has prepared an Official Statement describing the Bonds, a preliminary form of which is on file with the City Clerk; WHEREAS, the Council with the aid of its staff, has reviewed the Official Statement to -- assure proper disclosure of all material facts relating to the Bonds that are in the personal knowledge of the Council members and the City staff; and WHEREAS, the public interest and convenience will be served by entering into the Fiscal Agent Agreement, and the Bond Purchase Agreement, and authorizing the Preliminary Official Statement; NOW THEREFORE, IT IS ORDERED as follows: Section 1. The fiscal agent shall be as designated in the Fiscal Agent Agreement to act as the Fiscal Agent to perform the actions and duties required under the Fiscal Agent Agreement for the authentication, transfer, registration, and payment of the Bonds. The City Manager or the Director of Administrative Services, or such other official of the City as may be designated by the Council (the "Authorized Official") is hereby authorized and directed to enter into agreements with the Fiscal Agent in furtherance of the actions and duties of the Fiscal Agent under this Resolution and the Fiscal Agent Agreement for such authentication, transfer, registration and payment of the Bonds. Section 2. The Fiscal Agent Agreement, in the form this day presented to this Council, which Agreement provides, in substance, for the provisions of the issuance, payment and covenants relating to the Bonds, is hereby approved. The Authorized Official is hereby authorized and directed to execute the Fiscal Agent Agreement on behalf of the City, with such changes thereto as may be approved by Jones Hall Hill & White as Bond Counsel to the City with respect to the proceedings for said assessments for the purposes of the issuance of the Bonds, the approval of such changes to be conclusively evidenced by the execution of the Fiscal Agent Agreement by the Authorized Official. Section 3. The Bond Purchase Agreement is hereby approved and the Authorized _ Official is hereby authorized and directed to execute and deliver the Bond Purchase Agreement, for and on behalf of the City, substantially in the form of the Bond Purchase Agreement presented to the Council, with any changes, insertions and deletions as may be approved by the Authorized Official in consultation with the Underwriter, the Financial Advisor and Bond Counsel, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by Authorized Official. The foregoing approval is hereby expressly conditioned upon the satisfaction of the following: (i) the total principal amount of the Bonds shall not exceed $879,432; (ii) the average interest cost of the Bonds shall not exceed seven and one-half percent (7.50%) per annum; (iii) the Underwriter's discount for the Bonds shall not exceed two and one-quarter percent (2.25%) of the principal amount of the bonds; and (iv) the Bonds shall mature not later than thirty (30) years. Section 4. Upon execution of the Bond Purchase Agreement by the City, the Bonds shall be printed, authenticated and delivered, all in accordance with the applicable terms of the Bond Purchase Agreement and the Authorized Official and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement to complete all actions required to evidence the delivery of the Bonds and the receipt of the purchase price thereof from the Underwriter. Section 5. The Council hereby approves the Preliminary Official Statement describing the financing described herein, in substantially the form on file with the Authorized Official, together with any changes therein or additions thereto deemed advisable by the Authorized Official. The Council approves and authorizes the distribution by the Underwriter of the Preliminary Official Statement to prospective purchasers of the Bonds, and authorizes and directs the Authorized Official on behalf of the City to deem "final" pursuant to Rule 15c2A2 under the Securities Exchange Act of 1934 (the "Rule"), the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Official and such information permitted to be excluded from the Preliminary IWM Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 6. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Assessment District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, contract, and other document described in the documents herein approved. Section 7. Resolutions No. 92-231, No.92-232, and No. 93-38 be, and they are hereby, rescinded. Section 8. This resolution shall take effect from and after its adoption. PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the 11th day of June 1996. At Jett: MAYOR TY CLERK (/� I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 11th day of June , 1996, by the following vote of the Council: AYES: COUNCILMEMBERS: Darcy, Heidt, Klajic, Smyth, Boyer NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None 3- C CCERK