HomeMy WebLinkAboutResolutions 84-291A N.C.S. 11/19/1984!~ ~ `
~'I.
~_~~ ~ ~ Resolution N®.~~T. C. S. .
of the 'Ciy of Petaluma,, Califo"rna
RESOLUT'fiON ISS.UING~ BONDS: UNDER...
THE IMPROVEMENT BOND: ACT' ~OF' '191.5
WHEREAS, this City Council haS here:to,fore initiated
assessment proceedings pursuant to'its.Resol.ution of Intention
No. 84-78 NCS under the Municipal Improvement Act of 1913
(Division 12 of the California Streets. and Highways Code), and
has confirmed said as>sessment in the total amount of
$2,492,887.08;_ and
WHEREAS, said assessment'pr.oceedings provide for the
issuance of bonds in an aggregate amount not to-exceed the total
amount of the assessrtient as confirmed pursuant to the
Improvement Bond Act of 1915 (Division 10 of the California
Streets and Highways Code); and
WHEREAS, the City Council in its. Resolution
No. $~{-291NC~ccepted the bid of Wulff, Hansen & Co. for the
bonds at the interest rates set forth in said bid; and
WHEREAS, this City Council desires, pursuant to
Section 8650.1 o.f the Streets and Hghway,s Code., to establish
the denomination of the bonds- and the, amount to mature each year
which will be other and different than that provided. in Section
8650 of said Code;.
NOW, THEREFORE, the City Council of the City of
Petaluma (the "City") DOES HEREBY RESOLVE, DETERMINE AND ORDER
as follows:
I.
1. Issuance .and Details of Bonds.. In accordance
with the proceedings heretofore taken;~bonds shall be issued
pursuant to said Improvement Bond Act of 1915 and this
Resolution sn the aggregate princip'a1 amount of $2,4.11,439.92
(the "Bond"s").. The Bonds shall be. designated "City of Petaluma,
California."Local Lmprovement Bonds (Assessment District
No. 14)." The Borids hall be issuable only as fully registered
.Reno, 84-29.1A ~NGS
Paae 1 of 8
bonds in the denomination of $5,000, o.r any integral multiple
thereof, as determined by Wulff, Hansen & Co., except for Bond
No. 1 which shall be in the amount of $1,439.92. The Bonds
shall be dated December 12, 1984, and interest thereon shall be
payable semiannually on January 2 and July 2 of each year,
commencing January 2, 1986.
Each Bond shall bear interest from the interest
payment date next preceding the date on which it is
authenticated, unless authenticated on a January 2 or July 2, in
which case it shall bear interest from such interest payment
date, or, unless authenticated prior to January 2, 1985, in
which case it shall bear interest from its date; provided,
however, that if at the time of authentication interest is in
default, such Bond shall bear interest from the date to which
interest shall have been paid.
The Bonds shall mature on July 2 in the amounts and
years and shall bear interest at the rates set forth in the bid
submitted by Wulff, Hansen & Co. and accepted by the City.
The Bonds are subject to redemption as provided in
Section 13 of this Resolution.
The principal and redemption premium of the Bonds
shall be payable in lawful money of the United States of America
at the principal corporate trust office of Bank of America
NT and SA, as Transfer Agent, Registrar and Paying Agent (the
"Bank"), in San Francisco, California, upon the presentation and
surrender of such Bonds as the same shall become due and
payable. Payment of the inte:rest on the Bonds-shall be made to
the owner thereof by check or draft mailed to the owner at his
address as it appears on the registration books of the Bank or
at such address as he may have filed with the Bank, for that
purpose, as of the 15th day immediately preceding each interest
payment date...
2. Execution of Bonds. The Bonds shall be executed
in facsimile by .the- F~•nance- Officer and by the .City Clerk of the
City, and the corporate seal of the City shall be imprinted in
Reso , 84-291A Page 2. of 8
facsimile on the Bonds. The Bonds shall then .be delivered to
the Bank for authentication by it. In case an officer who shall
have signed or attested any of the Bonds by facsimile or
otherwise shall cease to be such officer of the City before the
authentication, delivery and issuance of the~Bonds, such Bonds
nevertheless may be authenticated, delivered and issued and,
upon such authentication, delivery and issue,. shall be as
binding upon the City, as though those who signed and attested
the same had remained in office.
3. Authentication. Only such of the Bonds as shall
bear thereon a certificate of authentication substantially in
the form below, manually executed by the Bank, shall be valid or
obligatory for any purpose or entitled to the benefits of this
Resolution, and such certificate of the Bank shall be conclusive
evidence that the Bonds so authenticated have been duly
executed, authenticated and delivered hereunder and are entitled
to the benefits of this Resolution. The Bank's certificate of
authentication on any Bond shall be deemed to be executed by it
if signed by an authorized officer or signatory of the Bank, but
it shall not be necessary that the same officer or signatory
sign the certificate of authentication on all of the Bonds
issued hereunder.
[FORM OF CERTIFICATE OF
AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within
mentioned-Resolution of Issuance, which has been authenticated
and registered on ,
BANK OF AMERICA NT and SA,
Transfer Agent, Registrar and
Paying Agent
By
Authorized Officer
Reno, 84-291A Page 3 of 8
4. Form of Bonds. The Bonds shall be issued
substantially in the form set forth in Section 8652 of the
Streets and Highways Code.
5. Exchange of Bonds. Any Bond, upon surrender
thereof at the principal corporate trust office of the Bank,
together with an assignment duly executed by the registered
owner thereof (the "Owner") or his attorney or legal
representative in such form as shall be satisfactory to the
Bank, may, at the option of such Owner, be exchanged for an
aggregate principal amount of Bonds equal to the principal
amount of the Bond so surrendered, and of any authorized
denomination or denominations.
The.C'ity'shall make provision for the exchange of
Bonds at the principal corporate trust office of the Trustee.
6. Negotiability, Registration and Transfer of
Bonds. The Bank shall keep books for the registration, and for
the registration of transfers, of Bonds as provided in this
Resolution which shall at all times be open to inspection by the
City. The transfer of any Bond may be registered only upon such
books upon surrender thereof to the Bank together with an
assignment duly executed by the Owner or his attorney or legal
representative in such form as shall be satisfactory to the
Bank. Upon any such registration of transfer the City shall
execute and the Bank shall authenticate and deliver in exchange
for such Bond a new Bond or Bonds registered in the name of the.
transferee, of any denomination or denominations authorized by
this Resolution, and in an aggregate principal amount equal to
the principal amount of such Bond or Bonds so surrendered.
In all cases in which Bonds shall be exchanged the
City shall execute and the Bank shall authenticate and deliver
at the earliest practicable time Bonds in accordance with the
provisions of this Resolution. All Bonds surrendered in any
such exchange or registration of transfer shall forthwith be
cancelled by the Bank. The City or the Bank may make a charge
for every such exchange or registration of transfer of Bonds
Reso, 84-291A Page 4 of 8
sufficient to reimburse it for any tax or other governmental
charge requ"fired to be paid with respect to such exchange or
registration of transfer, but no other charge shall be made to
any owner for the privilege of exchanging o.r registering the
transfer of Bonds under the provisions of this Resolution.
Neither the City nor- the Bank shal"1 be required to make such
exchange or registration of transfer of Bonds during the 15 days
immediately preceding any January 2 or July 2.
7. Ownership of Bonds. The person in whose name any
.Bond shall be registered shall be d'eeined and regarded as the
absolute Owner thereof for all purposes a_nd payment of or on
account of the principal, and redemption premium, if -any, of any
such Bond, and the interest on any such Bond, shall be made. only
to or upon the order of the registered owner thereof or his
legal representative. A'll such payments sha1T"be.val"i"d and
effectual to satisfy arid. discharge the l,ab•i'lity~ upon" such Bond.,
including the redemption premium,, if any, and interest thereon
to the extent of the sum or. -sums .so :,paid,. - "
8. Mutilated, Destroyed, Stolen .or Lost Bonds. In
case any Bond secured hereby shall become mutilated or be
destroyed, stolen or Lost; the City shall have caused to be
executed, and the Bank shall authenticate and deliver, a new
Bond of like date and tenor in exchange and substitution for and
upon .the cancellation of such mutilated Bond, ox in lieu of and
in substitution for such Bond destroyed, stolen or lost, upon
the owner's paying the reasonable expenses and charges of the
City and the Bank in connection therewith and, in the case of a
Bond destroyed, stolen or lost, his filing with the Bank
eVidence~ satisfactory to it and to the City that such Bond was
destroyed, stolen or lost, and of his ownership thereof, and
furnishing"the"C y and the Bank with indemn"ity satisfactory to
them.
9. Cancellation of Bonds. Al,l Bonds paid or,
redeemed,. either at or before maturity, shall be cancelled upon
the payment ar redemption of such Bond and shall be delivered
Reso, 84-291A Page 5 of 8
to the Bank when such payment or redemption is made. All Bonds
cancelled under any of the provisions of this Resolution shall
be destroyed by the Bank, which shall execute a certificate in
duplicate describing the. Bonds so destroyed; and one executed
certificate shall be filed with the Clerk and the other executed
certificate shall be retrained by the Bank:
II.
10. Reserve Fund. Pursuant to Part 16 of Division 10
of the California Streets and Highways Code, as amended, there
shall be created a special reserve fund.for the bonds to be
designated "Assessment District No. 14 Reserve Fund" (the
"Reserve Fund"). The Reserve Fund shall be funded in an amount
equal to five percent. (5%) of the initial aggregate principal
amount of the Bonds, which shall be deposited in the Reserve
Fund out of Bond proceeds..
Monies in the Reserve Fund shall. be applied as herein
provided.
Amounts in such Fund shall. be transferred to the
Redemption Fund for the Bonds if, as a result of delinquencies
in the payment of assessments, there are insufficient monies in
such Redemption Fund to pay principal of :and~nterest on the
Bonds. Amounts so transferred .shall be repaid to the Reserve
Fund from proceeds from the redemption or foreclosure of
property with respect to which an assessment is-unpaid and 'from
payments of the delinquent assessments.
.Interest earned on monies in the Reserve Fund shall
accrue~to the Reserve Fund provided that. the amount of .interest
credited thereto shall not result. in the Bonds becoming
"arbitrage bonds" as defined in Section 103(c) of the Internal
Revenue Code of .1954,, as amended, and the regulations.
promulgated a-nd proposed thereunder.
Whenever monies in the Reserve Fund. are sufficient to
retire all of the Bonds outstanding,.plus accrued interest
thereon, such monies shall be transferred to the redemption fund
from the Bonds and collection of the remaining unpaid
assessments shall cease.
Reso, 84-291A Page 6 of 8
11. Improvement Fund. The proceeds from the sale of
the Bonds, after deposit of .required amounts in the Reserve Fund
and .Redemption Fund, shall be placed in the fund hereby created,
pursuant to Sections 10602 and 10424 of the California Streets
and Highways Code, as amended, which shall be called "Assessment
District No. 14 Fund" (the "Improvement Fund") and the monies in
said fund shall be used only for the purposes authorized in said
assessment proceedings. Any surplus in the Improvement fund
after completion of the improvements be transferred to the
Redemption Fund (created hereunder) to redeem bonds at the next
interest payment date and shall be applied as a credit upon the
assessment.
12. Redemption Fund. Principal of and interest on
said Bonds shall be paid out of the redemption fund created
pursuant to Section 8671 of the California Streets and Highways
Code (the "Redemption Fund"). Accrued interest on the Bonds, if
any, shall be deposited in the Redemption Fund. In all respects
not recited herein said Bonds shall be governed by the
provisions of the 'improvement Bond Act of 1915, Division 10 of
the California Streets.arid.Highways Code; as amended..
III.
13. Redemption. The .Bonds may be redeemed and paid
in advance of maturity, at the option of the Finance Officer for
the City, upon the second day of January or July in any year by
(i) giving at least 60 days' notice by registered mail to the
registered owner of the Bonds at the address as it appears on
the registration books of the Bank and_(ii) paying principal and
accrued interest together with a premium equal to five percent
(5%) of the principal.
IV.
14. Designation of Transfer Agent, Registrar and
Paying Agent. Bank of America NT and SA is hereby designated
Transfer Agent, Registrar and Paying Agent for the City with
respect to the Bonds.
Reso, 84-2:91 A ~ Page 7 of ~
15. Covenant to Foreclose. The City hereby covenants
that upon default of any assessment payment due, it will cause
foreclosure proceedings to be brought within one hundred fifty
(150) days of such default and thereafter diligently prosecute
to completion such proceedings.
16. Order`to Print and Authentic.-ate Bonds. The
Finance Officer is hereby instructed to cause bonds, as set
forth above, to be printed and follo.wirig the f-fling of the list,
of unpaid assessments, to deliver said printed Bonds to the Bank
for authentication, and the Bank is hereby directed to
authenticate the Bonds and delivex the authenticated Bonds to an
authorized representative of Wulff,"Hansen.&'C,o upon payment of
the purchase price as 'set forth in the accepted bond bid.
17. Amendments:,~.Ths Resolution may be amended,
..
without a resolution :o, f; the C''ity .Counci;l, to make such
nonsubstantive changes as ma.y:be agreed upon by the City and the
Bank. In this regard; the Cit-y Attorney; the City Manager and
the Finance Officer are hereby empowered to act on behalf of the
City to make such changes. A11 other amendments hereto shall be
made only by resolution of the City Council." '
Under the .power-and authority°conferred upon,,this Council' hythe Charter of said City.
I hereby certify the foregoing 'Resolution was, in£roduced .and adopted by the pr e s to
Council of the City of.Petaluma at a (Regular) (A~i (~) (~~(c~l) meeting f
on the .,_~ ~I1:-_---.._.:._ day of ..LYf~.Y. ~~TI~~ C.,.-: ...... ........... 19$4..-~ by the
following 'xote:
ity Attoiney
_ _..
AYES: Tenter, Gavpnagh,-Balshaw, Vice Mayor Bond; MaYOr attei
NOES: None
ABSENT: P rY. ~ i a
AT'T'EST: ...-•- --- --- '. ~ .: -:... .. ::...... ..................... ........................- ....
ity Clerk ~ Mayor
Council File...... . r~ ry~ n
' ~ ....._ ~ ... n
Form CA 2/81 Ices. No......_ ,4.-L.~.1H P a J e 8 ~ f d