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HomeMy WebLinkAboutCC RESO 2012-136RESOLUTION NO. 2012 — 136 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE ISSUANCE OF ITS 2012 GENERAL OBLIGATION REFUNDING BONDS, AUTHORIZING AND DIRECTING THE EXECUTION OF A PAYING AGENT AGREEMENT AND CERTAIN OTHER RELATED DOCUMENTS, AND AUTHORIZING ACTIONS RELATED THERETO WHEREAS, an election was duly and regularly held in the City on March 5, 2002, for the purpose of submitting to the qualified electors of National City the question of whether bonds should be issued in the principal not to exceed amount of $6,000,000 to finance the acquisition, construction and completion of a public library; and WHEREAS, more than two-thirds of the votes cast at said election were in favor of the issuance of said bonds; and WHEREAS, pursuant to the authorization received at such election, the City of National City ("City") has previously issued its $6,000,000 original principal amount of General Obligation Bonds, Election of 2002, Series A (the "Prior Bonds"); and WHEREAS, the City now desires to issue its 2012 General Obligation Refunding Bonds (the "Bonds") to refund the Prior Bonds, in order to achieve debt service savings and lower the property tax override levied on the property owners of the City to pay debt service on the Prior Bonds; and WHEREAS, to provide for development of the most favorable debt structure for the City and to ensure the most favorable reception in the market place for the Bonds, the City has determined to sell the Bonds by negotiated sale pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the City and Estrada Hinojosa & Co., Inc., as underwriter (the "Underwriter"); and WHEREAS, the City Council of National City has duly considered such transactions and desires at this time to approve said transactions and the documents related thereto. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City as follows: Section 1. Findings and Determinations. Pursuant to Section 53552 of the Refunding Law (hereinafter defined), the City Council of the City of National City hereby finds and determines that the prudent management of the fiscal affairs of the City requires that the Bonds be issued under the authority of Articles 9 and 11 (commencing with Section 53550) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California (the "Refunding Law"), the Paying Agent Agreement (as defined below), and this Resolution. The total net interest cost to maturity on the Bonds plus the principal amount of the Bonds shall not exceed the total net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds. Section 2. Approval of Paying Agent Agreement. The proposed form of the Paying Agent Agreement by and between the City of National City and Union Bank, N.A. (the "Paying Agent"), which is on file with the City Clerk (the "Paying Agent Agreement"), is hereby approved, and the Mayor, the City Manager and the Finance Manager of the City (collectively, the "Authorized Officers"), each acting alone, are hereby authorized and directed, for and in the name and on Resolution No. 2012 — 136 June 5, 2012 Page Two behalf of the City, to execute and deliver the Paying Agent Agreement in substantially said form, with said additions thereto (including the insertion of the maturity dates, principal amounts, and interest rates of the Bonds), and changes therein as the Authorized Officers, each acting alone, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Approval of Form of Bonds. The form of Bonds set forth in the form of the Paying Agent Agreement is hereby approved, and the Authorized Officers of the City, each acting alone, the City Treasurer and the City Clerk, are hereby authorized and directed to execute the Bonds in the name and on behalf of the City and under its seal, and to cause the delivery thereof as provided for below. Section 4. Sale and Issuance of Bonds. The City Council of the City of National City hereby approves the sale of the Bonds by negotiation pursuant to the Bond Purchase Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of approval to any such changes or additions. The Bond Purchase Agreement shall be executed in the name and on behalf of the City of National City by an Authorized Officer, who is hereby authorized and directed to execute and deliver said form of Bond Purchase Agreement on behalf of the City. Notwithstanding anything herein to the contrary, the Bonds shall be issued only if such issuance results in present value debt service savings of not less than 3.5%, and the Underwriter's discount or fee (excluding original issue discount, if any) for the Bonds shall not exceed 1 % of the principal amount of the Bonds. Pursuant to Section 53583(c)(1) of the California Government Code , the Bonds shall be sold on a negotiated basis and at a price, above or below par, as the Authorized Officer executing the Bond Purchase Agreement determines. In order to achieve the debt service savings specified in the preceding paragraph, the City Manager or the Finance Manager of the City may determine to refund less than all of the Prior Bonds. Section 5. Approval of Preliminary and Final Official Statement. The form of the Preliminary Official Statement, as presented to this meeting is hereby approved. The Authorized Officers are hereby authorized and directed, for and on behalf of the City, to execute all certificates necessary to deem final the Preliminary Official Statement as of its date, with the exception of certain final pricing, and related information. The Authorized Officers are hereby authorized and directed, for and on behalf of the City, to execute and deliver the final Official Statement. The use and distribution of said Preliminary Official Statement and use and distribution of the final Official Statement in connection with the sale of the Bonds is hereby ratified and approved. Section 6. Bond Insurance. The Authorized Officers, each acting alone, are hereby authorized to take any and all action that they deem necessary to qualify the bonds for municipal bond insurance. Section 7. Delegation of Authority to Authorized Officer. The Authorized Officers are hereby authorized and directed to execute, sign, and deliver any and all approvals, certificates, statements, requests, requisitions, and orders of the City in connection with the sale and issuance of the Bonds, the purchase of the Bonds and the other transactions described herein. Resolution No. 2012 — 136 June 5, 2012 Page Three The Authorized Officers may authorize such other officers of the City as they deem appropriate to undertake any of the actions that he or she is authorized or directed to undertake pursuant hereto. Section 8. General Authority. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, and to execute and deliver any and all documents that they may deem necessary or advisable in order to consummate the transactions described herein or to otherwise effectuate the purpose of this Resolution, including refunding instructions relating to the defeasance and redemption of the Prior Bonds and preparing, or causing to be prepared, and executing all appropriate disclosure documents relating to the Bonds and agreements necessary to comply with the disclosure requirements of Rule 15c2-12, as amended, of the Securities and Exchange Commission. Any such actions previously taken by such officers are hereby ratified and confirmed. Section 9. Severability. If any section, paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any remaining provisions hereof. Section 11. Effective Date. This resolution shall take effect from and after the date of its passage and adoption. PASSED and ADOPTED this 5th day of June, 2012. on Morrison, Mayor ATTEST: Michel R. Dalla, ity Clerk APPROVED AS TO F M: laudia City Attor Passed and adopted by the Council of the City of National City, California, on June 19, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-136 the City of National City, California, passed and adopted by the Council of said City on June 19, 2012. City Clerk of the City of National City, California By: Deputy