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HomeMy WebLinkAbout189-97RESOLUTION NO. 189-97 A RESOLUTION PROVIDING FOR THE ISSUANCE OF REFUNDING BONDS; APPROVING AND AUTHORIZING THE EXECUTION OF A FISCAL AGENT AGREEMENT, A BOND PURCHASE CONTRACT, AN ESCROW AGREEMENT, AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH; APPROVING THE RETENTION OF BOND COUNSEL, ENGINEER AND FINANCIAL ADVISOR; AND AUTHORIZING AND APPROVING RELATED ACTIONS Reassessment District No. 1997-2 (Tassajara Ranch) RESOLVED, by the Town Council of the Town of Danville, California, as follows: WHEREAS, by its Resolution No. 77-93 adopted June 29, 1993, this Council authorized and issued its Town of Danville Limited Obligation Improvement Bonds (Tassajara Ranch) Reassessment District No. 93-1, dated July 1, 1993 (the "Prior Bonds"), in the aggregate principal amount of $13,919,868, to finance the acquisition and/or construction of public improvements more particularly described in special reassessment proceedings referenced in said resolution; WHEREAS, by its Resolution No. 187-97, adopted December 16, 1997 (the "Resolution of Intention"), this Council declared its intention to refund the outstanding Prior Bonds pursuant to the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds, being Division 11.5 of the California Streets and Highways Code (the "Refunding Law") and therein provided that bonds would be issued (the "Bonds") pursuant to the provisions of the Refunding Law, reference to the Resolution of Intention hereby being expressly made for further particulars; WHEREAS, in said Resolution of Intention this Council determined and declared that the Town will not obligate itself to advance available funds from its Treasury to cure any deficiency which may occur in the redemption fund for the Bonds; WHEREAS, proceedings taken under the Refunding Law and said Resolution of Intention led to the levy of reassessments by the Council against parcels of land within the reassessment district in the total amount of not to exceed $10,626,000, and when the reassessment and reassessment diagram approved as part of said proceedings are recorded in the office of the Superintendent of Streets of the Town, and upon compliance with the provisions of Division 4.5 of the California Streets and Highways Code, the reassessment will become a lien upon the various parcels of land reassessed; and WHEREAS, the Council has determined that the public interest or necessity require that the Town defease the Prior Bonds by providing for reassessments and the issuance of the Bonds to refund the Prior Bonds on March 2, 1998 pursuant to the Refunding Law and proceedings taken under the Refunding Law and said Resolution of Intention; and 32130\00010\75924.2 PAGE 1 OF RESOLUTION NO. 189-97 WHEREAS, there has been submitted to this Council the following: (a) A form of a Fiscal Agent Agreement (the "Fiscal Agent Agreement") between the Town and First Trust of California, National Association, as fiscal agent (the "Fiscal Agent"), which provides for the issuance of the Bonds and the terms thereof; (b) A form of an Escrow Deposit and Trust Agreement (the "Escrow Agreement") between First Trust of California, National Association, as escrow agent (the "Escrow Agent"), and the Town, which provides for the escrow of funds in connection with the defeasance of the Prior Bonds; (c) A form of a Bond Purchase Contract (the "Bond Purchase Contract") between the Town and the Town of Danville Financing Authority (the "Authority"), which provides for the sale of the Bonds to the Authority; and (d) A form of a Preliminary Official Statement (the "Preliminary Official Statement"), which provides potential purchasers of the Refunding Bonds information related to the Town of Danville Financing Authority Refunding Revenue Bonds, Series 1997B (the "Authority Bonds"); WHEREAS, this Council has duly considered the terms and conditions of the Fiscal Agent Agreement, the Escrow Agreement, the Bond Purchase Contract, and the Preliminary Official Statement and the transactions contemplated thereby; WHEREAS, this Council desires to retain the services of Brown & Wood LLP as bond counsel, William Euphrat Municipal Finance, Inc. as financial advisor, and Muni Financial Services as engineer for this financing, and copies of proposed agreements with such parties have been submitted to this Council; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED, as follows: 1. Recitals. The above recitals are true and correct. 2. Approval of Fiscal Agent Agreement. The Fiscal Agent Agreement, substantially in the form submitted to this meeting, is hereby approved, and the Mayor, the City Manager or the Finance Director of the Town (the "Authorized Representatives") are hereby authorized and directed to execute, for and in the name of and on behalf of the Town, and the City Clerk is hereby authorized and directed to attest and deliver to the Fiscal' Agent, the Fiscal Agent Agreement with such additions, changes and corrections as any of the Authorized Representatives, with the advice of the City (Town) Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement with such additions, changes or corrections. The proposed form of the Bonds, as set forth in the Fiscal Agent Agreement, is hereby approved, and the Treasurer and the City Clerk are hereby authorized and directed to execute, 32130\00010\75924.2 PAGE 2 OF RESOLUTION NO. 189-97 and the Fiscal Agent is hereby authorized and directed to authenticate, the Bonds in substantially such form, and the Fiscal Agent is hereby authorized and directed to deliver the Bonds in accordance with the Fiscal Agreement. The date, maturity dates, interest rates or rates, interest payment dates, manner of payment for the Bonds, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed; provided, however, that the aggregate principal amount of the Bonds shall equal the aggregate principal amount of the reassessments, the interest rate on the Bonds shall not exceed 7% per annum, the final maturity of the Bonds shall be no later than the final maturity date of the Prior Bonds, and all other requirements of the Refunding Law shall be satisfied. 3. Approval of Bond Purchase Contract. A private sale of the Bonds to the Authority would confer significant public benefits (as defined in Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code), including a lower overall cost, and the Bonds shall be sold at private sale to the Authority. The Bond Purchase Contract, substantially in the form submitted to this meeting, is hereby approved, and the Authorized Representatives are hereby authorized and directed to execute and deliver to the Authority, for and in the name of and on behalf of the Town, the Bond Purchase Contract, with such additions, changes and corrections as any of the Authorized Representatives, with the advice of the City (Town) Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Contract with such additions, changes or corrections; provided, however, that the other limitations set forth in Section 2 of this Resolution shall be satisfied. 4. Approval of Escrow Agreement. The Escrow Agreement, substantially in the form submitted to this meeting, is hereby approved, and the Authorized Representatives are hereby authorized and directed to execute and deliver to the Escrow Agent, for and in the name of and on behalf of the Town, the Escrow Agreement with such additions, changes and corrections as the any of the Authorized Representatives, with the advice of the City (Town) Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement with such additions, changes or corrections. 5. Official Statement. The Preliminary Official Statement, substantially in the form submitted to this meeting, is hereby approved, and the Authorized Representatives are hereby authorized to approve the distribution of the Preliminary Official Statement in substantially said form and to certify to Piper Jaffray Inc., as the underwriter of the Authority Bonds (the "Underwriter"), on behalf of the Town, that the Preliminary Official Statement is, as of its date, "deemed final" by the Town within the meaning of Rule 15c2-12 ("Rule 15c2-12") promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). The Authorized Representatives are hereby authorized and directed, for and in the name of and on behalf of the Town, to execute and deliver to the Underwriter the Official Statement, which shall be in substantially the form of the Preliminary Official Statement with such additions thereto or changes therein as any of the Authorized Representatives, with the advice of the City (Town) Attorney, may require or approve, such approval to be. conclusively evidenced by the execution and delivery thereof, and the 32130\00010\75924.2 PAGE 3 OF RESOLUTION NO. 189-97 Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Authority Bonds, and the Underwriter is directed to deliver a copy thereof to all actual purchasers of the Authority Bonds. 6. Additional Actions. The Authorized Representatives are hereby authorized and directed, jointly and severally, to execute any and all documents and to do any and all things they deem necessary or advisable in order to consummate the delivery of the Bonds pursuant to the Fiscal Agent Agreement and the Bond Purchase Contract, including, but not limited to, entering into fee agreements with Brown & Wood LLP as bond counsel, William Euphrat Municipal Finance, Inc. as financial advisor, and Muni Financial Services as engineer, and to otherwise effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and approved. 32130\00010\75924.2 PAGE 4 OF RESOLUTION NO. 189-97 APPROVED by the Town Council of the Town of Danville at a Regular Meeting held on December 16,1997, by the following vote: AYES: Waldo, NOES: None ABSTAINED: None ABSENT: None Arnerich, Doyle, Greenberg, Shimansky MAYOR AP~R~OVED AS TO FORM: CITY ATTORNEY ATTEST: CITY CLERK 32130\00010\75924.2 PAGE 5 OF RESOLUTION NO. 189-97