HomeMy WebLinkAboutResolution 2001-111C N.C.S. 06/04/2001 resolution No. 2001-111 C N.C. S.
of the City of Petaluma, California
A RESOLUTION OF THE CITY COiJNCIL
OF THE CITY OF PETALUMA
AUTHORIZING ISSiJANCE OF
LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS
Assessment District No. 23, Redwood Business Park 3
(Reassessment and Refunding of 2001)
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution. was introduced and adopted by the Council
of the City of Petaluma at a Regular meeting on June 4, 2001 Approved as to
by the following vote: form:
City Attorney
AYES: O'Brien, Healy, Torliatt, Maguire, Vice Mayor Cader-Thompson
NOES: None
ABSENT: None ABSTAIN: ihan, Mayor Thompson
ATTEST:
City Clerk Mayor
Reso. 2001-111C N.C.S..
TABLE OF' CONTENTS
Paee
ARTICLE I
DEFINITIONS; GENERAL
.Section 1.01: DEFINITIONS.., .....:.....:..........................................................................:......._..2
Section 1.02. UNPAID REASSESSMENTS ................................................................................8
Section 1..03. EQUAL SECURITY ..............:..................:............................................................8
ARTICLE II
THE BONDS
Section 2.0.1. BONDS AUTI-IORIZED .......................................................................................9
Section.2.02. TERMS OF BONDS .........................................:.................._......._.........................9
Section 2.03. REDEMPTION 10
Section 2.04. FORM OF BONDS 11
Section 2:05. EXECUTION AND AUTHENTICATION OF BONDS 11
Section 2.06. TRANSFER OR EXCHANGE OF BONDS.:.:......'.....:.. 11
Section 2.07. BOND. REGISTER........_ 12
Section 2.08. TEMPORARY BONDS....._. ...................................................................:............12
Section 2:09. BONDS MUTILATED, LOST, DESTROYED. OR STOLEN 12
Section 2.10. BOOK-ENTRY ONLY SYSTEM 12
ARTICLE IIT
ISSUANCE OF BONDS
Section 3.0:1. ISSUANCE AND SALE OF BONDS 15
Section 3.02: VALIDITY OF BONDS., 15
Section 3;03. PLEDGE OF REASSESSMENTS AND FUNDS........._...._ 15
Section .3.04. LIMITED OBLIGATIONS 15
Section 3.05. NO ACCELERATION...:: 15
Section 3.06. REFUNDING OF BONDS 15
Section 3.07. AUTHORITIES 16
Section 3.08. OFFICIAL: STATEMENT:, 16
Section 3:09. CONTINUING DISCLOSURE DOCUMENT(S 16
Section 3.10. BOND SALE AND DELIVERY 16
Section 3.11. ACTIONS APPROVED 16
.ARTICLE' ~V
FUNDS' AND ACCOUNTS
Section 4.0.1. APPLICATION OF PROCEEDS OF SALE OF BONDS 18
Section 4.02. COSTS OF ISSUANCE FUND 18
Section 4.03: REDEMPTION FUND 18
Section 4.04. RESERVE FUND 19
Section 4.05. ESCROW FUND 20
ARTICLE V
COVENANTS
Section 5.01. CQLLECTION OF REASSESSMENTS 21
Section; 5.02: FORECLOSURE..... .................................:...............,..........................................21
Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS 22
Section 5,04.: ~NO PRIORITY FOR ADDITIONAL OBLIGATIONS 22
Section 5.05. FURTHER ~ASSURANCES 22
• Section 5:06. ~ PRIVATE ACTIVITY BOND LIMITATION 22
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'Section 5.07. FEDERAL GUARANTEE PROHIBITION........... 22
Sec#ion 5.08. NO ARBITRAGE 22
.Section. 5.09. REBATE REQUIREMENT 23
Section 5.10. YIELD OF THE BONDS 23
Section 5.11. ANIENDMENT 23
Section 5.12'. MAINTENANCE OE TAX.-EXEMPTION 23
Section 5.13. CONTINUING DISCLOSURE 23
ARTICLE VI
INVESTMENT OF FL7NDS
Section- 6:01. DEPOSIT AND INVESTME°NT OF MONEYS IN FUNDS 24
Section, 6.02. ACQUISITION; .DISPOSITION AND VALUATION" OF INVESTIvIENTS........... 24
Section. 6.03. LIABILITY QF ,CITY 25
Section 6.04: EMPLOYMENT OF AGENTS BY CITY 25
ARTICLE VII
MODIFICATION OR AMENDMENT
Section 7:01.. AMENDMENTS PERMITTED 27
Section 7'.02. OWNERS' MEETINGS 27
Section 7:03'. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF
O.WNERS 27
Section 7.04. DISQUALIFIED BONDS:... 28
Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION....,, 28
Section 7.06. EN'DORSEMEN.T OR REPLACEMENT OF BONDS ISSUED AFTER
AMENDMENT 28
Section 7.07. AMENDATORY ENDORSEMENT OF BONDS ........................................:.....:_..29.
ARTICLE VIII.
MISCELLANEOUS
Section 8.01.. BENEFITS OF AGREEMENT LIMITED TO PARITIES......_ 30
Section 8:02. SUCCESSOR AND PREDECESSOR 30
Section 8.03. DISCHARGE OF RESOLUTION 30
Section 8'.04, EXECUTION OF' DOCUMENTS AND PROOF OF OWNERSHIP...._.._ 31
Section 8:05. WAIVER OF PERSONAL LIABILITY 31
Section `8'.06. NOTICES AND DEMANDS ...................:.......:...,....................................._..........31
Section 8:07. .PARTIAL INVALIDITY ....................._...................................................._.:........31
Section 8.08. UNCLAIMED MONEYS 31
Section 8.09. APPLICABLE LAW<_ 31
Section 8:10. CONFLICT WITH ACT., 32 ,
Section 8.1;1. CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY 32
Section 8:12. PAY1v1ENT ON BUSINESS DAY 32
Section 8:13. REPEAL OF INCONSISTENT RESOLUTIONS 32
Section 8a4. AUTHORITY: OF FINANCE DIRECTOR 32
Section 8:15. CERTIFIED COPIES.: 32
Section 8.16. EFFECTIVE DATE OF THE RESOLUTION 32
EXHIBIT A TERMS`. AND ,CONDITIONS
EXHIBIT B ° FORM" OF BOND
ii
RESOLVED, by the City Council (the "Council") of the .City of Petaluma (the "City"),
County of Sonoma, (the "County") California:
WHEREAS, under Resolution of Intention No. 95=22b N.C.S. adopted August 21, 1995,
this .Council has conducted the special. assessment and reassessment proceedings for its
Assessment District. No. 23,. Redwood Business Park 3 (the. "Assessment District") and in such
proceedings, by its Resolution No. 95-286 N.C.S. adopted November 6, 1995, as amended by
Resolution No. 95-314 N.C.S. adopted December 18; 1.995; issued the improvement bonds
designated "Limited' Obligation -Improvement Bonds, City of .Petaluma, Assessment. District
No. '23. Redwood Business Park 3; Series 1995-A" dated December 20, 1995, in the principal
amount of $3,600,000 (the "Prior Bonds");
WHEREAS; on 2001, the Council adopted its Resolution of Intention to
Levy .Reassessments and to Issue Iirrufed Obligation Refunding :Improvement Bonds Upon the
_ Security 'Thereof; (the "Resolution of Intention") relating 'to the levy of reassessments and
issuance. of refunding Uonds pursuant #o the Refunding: Act of 1984 for 1915 Improvement
Bonds,. Division 11.5 (commencing with Section 9500) of 'the. Streets. and Highways Code of
California.. (the "Act") in and for the -Assessment District and: by the Resolution of Intention, the
City Council of the City provided that refunding improvement bonds as more particularly
described herein (the "Bonds") would be issued thereunder and reference to the Resolution of
Intention is,hereby expresslymade.for further particulars;
WHEREAS, this Council. has completed its proceedings under the Resolution of
Intention for the levy of reassessments, has caused all recordings and filings to be completed in
accordance with the requirements in :and for the Prior Bonds and by the adoption of this
Resolution intends to provide for the issuance of the Bonds;
• WHEREAS; as provided in. the proceedings under the Resolution of Intention; the
proceeds of the Bonds shall be: used to retire, in advance of their scheduled maturities, certain
prescribed and previously unrefunded and outstanding portions of the Prior Bonds and to pay
the costs of issuance of the Bonds; and _
WHEREAS;. this Council nowintends to provide for the issuance of the Bonds upon the
security- of a the unpaid reassessments, all as hereinafter provided.
NOW, THEREFORE BE' IT .RESOLVED by the Council of the City of Petaluma as
follows:
ARTICLE I
DEFINITIONS; GEIVER•AL
Section 1.01. DEFINITIONS. Unless the context otherwise requires, the terms defined
in this Section shall, for all purposes of this Resolution and of any Supplemental Resolution and
of the Bonds and of any certificate, opinion, request or other document herein mentioned, have
the meanings herein specified. All references in this Resolution to "Articles," "Sections," and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this. Resolution;
and the words "herein," hereof," "hereunder" and other words of similar import refer to this
Resolution as a whole and not. to any particular Article, Section or subdivision hereof. Words of
the masculine gender shall be deemed and construed to .include correlative words of the
feminine and neuter genders. Unless the context shall otherwise indicate, words importing the
singular number shall include the plural .number and vice versa, and words importing persons
shall include corporations and associations, including public bodies, as well as natural persons.
"Act" means the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5
of the Streets and Highways Code of California.
"Agent" means Bank of New York, Western Trust, designa#ed in Section 2.01 hereof to
perform the duties of authentication, registration, transfer and payment of the Bonds and the
Agent's assigns or any corporation or association which may at any time be substituted in the
Agent's place.
"Auditor" means the auditor/controller or tax collector of the County, or such other
official of the County who is .responsible for preparing real property tax bills.
"Authorized Officer" means the Mayor, City Manager, Finance Director, Director of
Public Works, City Engineer, Treasurer, City Clerk, City Attorney or any other officer or
employee authorized by the City Council of the City or by an Authorized Officer to. undertake
the action referenced in this Resolution as required to be undertaken by an Authorized Officer.
"Available Surplus Funds" means any surplus moneys held by the City at the end of
each Fiscal Year in excess of the amounts required to pay lawful municipal obligations incurred
in that Fiscal Year.
"Bond" or "Bonds "means "Limited Obligation Refunding Improvement Bonds, City of
Petaluma, Assessment District No. 23, Redwood Business Park 3 (Reassessment and. Refunding
of 2001) Series 2001-A" issued under this Resolution and the Act, and at any time Outstanding
in substantially the form in Exhibit B attached.
"Bond Date" means the dated date of the Bonds specified in Exhibit A attached hereto
and made a part hereof.
"Bond Denomination" means the amount of $5,000 or any integral multiple thereof,
which is the. minimum amount in which the Bonds may be issued, except that one Bond may
contain any odd amount.
"Bond. Law" means the Improvement Bond Act of 1915, Division 10 of the California
Streets and Highways Code.
"Bond Purchase Agreement" means the agreement between the City and the Original
Purchaser for the sale and purchase of the Bonds.
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"Bond,Register" means the books inaintamed by the Agent pursuant to Section 2.07 for
• the registration and transfer of ownership of th_e Bonds.
"Bond Year''-means the twelve-month period beginning on September 2 in each year and
ending on the day prior to September 2 in the following year except that (i), the first Bond Year
shall begin on the Closing Date and. end on the day prior to the next September 2, and (ii) the
last Bond Year may end on a prior redemption date.
"Business Day" means: any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the tate in which the Agent has its Principal Office are authorized
or obligated by-law or executive order to be closed.
"City" means the City of Petaluma a municipal ,corporation and chartered city of the
State of'California .duly organized .and validly existing under and by virtue of the Constitution
and the laws of -the State of California.
"City Attorney" means .the duly appointed or retained attorney or firm of attorneys to
the Cty'for purposes of rendering advice in the conduct of its general municipal affairs.
"City Manager" means the City Manager or the Assistant. City Manager of the City.
. "Clerk":means the City Clerk of the City or Deputy City Clerk or designee. thereof.
"Closing Date" means the. date upon which there is an exchange of any of the Bonds for
. the proceeds representing the purchase price of such Bonds by the Original Purchaser thereof.
"Contm~ng Disclosure Certificate" means any such certificate provided under Section
.5.13 hereof.
"Costs of Issuance" means all expenses incurred: in connection with the authorization,
issuance, sale .and delivery of the Bonds, including but not limited to compensation, fees. and
expenses of the City and the Agent and their respective counsel, coinpensafion to any financial
consultants ;and underwriters, (other than those taken as discount on the Closing Date), legal
fees and expenses, filing- and recording. costs, costs of preparation and reproduction of
documents, costs of .compliance with. the Tax Code relating to any rebate to the United :States
and .continuing disclosures and the costs of printing, mailing. and publication of notices with
'respect to the City..
"Costs of Issuance Fund" means the fund. designated "City of Petaluma, Limited.
Obligation Refunding Improvement Bonds, Assessment District No. 23, Redwood Business Park.
3 (Reassessmen't; and Refunding of 200.1), Series 2001-A, 'Costs of ..Issuance Fund' established
under Section.4.02 hereof.
"Council" means the City Council as the legislative body of the City.
`'County" means the County of Sonoma, State' of California.
"Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year.
• "Depository or Secriri es Depositories" means The. Depository Trust Company, 711
Stewart Avenue, Garden City, New York 11530, Fax. - (516): 227-4171 or 4190; Philadelphia
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Depository Trust Company,Reorganization ..Division,. 1°900 Market Street, Philadelphia,
Pennsylvania 19103, Attention: Bond Department, Fax: -.(215) 496=5058; and, in accordance
with then current guidelines of the..-Securities and E"xehange Commission, such other addresses
and/or such other securities depositories as .the City may designate in an Officer's Certificate
delivered to the Agent "
"DTC" means the Depository Trust Company, New York, New York and its successors
and assigns.
"Escrow Agreement" means the Escrow Agreement.: dated as of the Closing Date,, by and
between the -City and the Escrow Holder, by which the :Escrow' Fund is established and
administered.
"Escrow Fund" means the-fund .designated "Limited OUligation Refunding Improvement
Bonds, :City of Petaluma, Assessment District No. 23, Redwood Business Park 3 (Reassessment
and .Refunding, of 2001), Series 2001-A, Prior Bonds Escrow -Fund established and .administered
under Section 4.05 hereof.
"Escrow Holder" means the Agent acting. as Escrow Holder under the Escrow
Agreement.
"Fair ,Market Value" means, the price at which a willing buyer would purchase the
investment from a willing eller in a bona fide, arm's length transaction (determined. as of the
date the. contract to purchase or sell fhe investment becomes binding) if the investment is traded
on an established securities markef (within the meaning. of „section 1273 of the Tax Code) and,
otherwise; the term "Fair Market Value" means the acquisition price in a bona. fide. arm's .length
• transaction (as referenced aUove) if O the investment is a certificate of deposit that is acquired
in accordance with applicable regulations under the Tax Code, (ii) the. inVestiinent is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for examlle, a guaranteed investment contract, a forward supply
contract. or .other .investment agreement) that is acquired in accordance with applicable
regulations under;the'Taz Code, (iii) the investment is a United. States Treasury Security--State
and Local Government Series that is acquired in accordance with applicable regulations of the
United; States Bureau of Public Debt, or (iv) any commingled investment fund in which the- City
and. related parties do not. own more than a ten percent (10°Io) beneficial interest if the return
paid by such.fund is without regard to the source of the investment.
"Federal Securities" means any of the following which at the time of investment are legal
investinenfs under the laws of the State for the moneys proposed to be invested therein: '
(a:) direct general obligations of he United States of America "(including
obligatigns .issued or held. in book entry form on the books of the Department of the
Treasury of the United States of America); and
(b,) obligations of any department, agency or instrumentality of the United
States of America the timely payment of :principal of and. interest on which are
unconditionally and fully .guaranteed by the Uniteel States of America.
"Finance Director" means the chief financial. officer of the City or designee thereof,
including any deputy thereof'or assistant thereto.
"Fiscal Year" means. the period commencing on July 1 of each year and ending on the
next succeeding June 30.
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"Information~Services" means Financial Information, Inc.'s "Daily Ca11ed:Bond Service,"
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: :Editor; Kenny
Information Services' Called. Bond Service, 55' Broad ;Street, 28th Floor, New York, New York
10004; Moody's Investors Service Municipal and `Government," 99 Church Street, New York,
New York 100Q7, Attention:. Municipal'News ,Reports; Standard & Poor's Corporation "Called
Bond Record-,'` 25 Broadway; 3rd. Floor,: New York,- New York 10004; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses
and/or such- services providing information with -respect to called bonds as the City may
designate in an Officer's Certificate delivered to the. Agent.
"In#erest Payment Date" means each date upon which interest on the Bonds is payable
semiannually on each March 2 aril September 2 until maturity and beginning on the date.
specified in Exhibit A.
"Officer's Certificate" means a written cerfificafe or similar document executed by an
Authorized Officer on behalf of the City.
"Original Purchase'' means the Authority as the first purchaser of the Bonds from the
City under the Reassessment Bond Purchase Agreement.
"Outstanding," when used as of any particular tune with. reference to Bonds, means all
Bonds theretofore executed, issued and delivered by the City and authenticated by the Agent
under this Resolution except:
(a) Bonds theretofore canceled by the Agent or surrendered to the. Agent for
cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section
2.03; and
(e) Bonds in.leu of or in substitution for which other Bonds shall have been
executed, issued and delivered by the City pursuant to this Resolution or any
.Supplemental Resolution.
"Dwrier" or "Registered O,zuner," when used. with respect to any Outstanding Bond,
means the person in whose name the ownership of such Bond shall be registered on the Bond
Register.
"Participating Underwrite'' means an underwriter or purchaser of the Bonds under the
Continuing.. Disclosure Certificate.
"Permit#ed Investments" means the following, but only to the extent tliaf the same are
acquired at Fair Market Value:
(a) Federal Securities;
(b) securities (other than those identified in paragraphs (a) and (d) of Section
53601 of the Governmenf`Code of the State) in which the City may legally invest funds
subject to its control, pursuant to Article 1, commencing with Section 53600, of Chapter
4 of .Part 1 of Division 2 of Title 5 of the Government Code of the State, as now or
hereafter amended;
• (c) shares in a. California common law trust established pursuant to Title 1,
Division 7, Chapter 5 of the California Government Code which invests exclusively in
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investments ;permitted by Section 53.635 of Title 5; Division 2, Chapter 4 of the .
Cahfornia Government Cod. e, as .it may be amended, including but not limited to the
California Asset Management Program'(CAMP); .
(d) the. Local Agency Investment Fund of the State of California, created
pursuant to Section 16429.1 of the California Government Code, to the extent the
Finance Director is authorized. to register stick investment in the City's name;
(e) investment agreements or guaranteed investment contracts,, with or
guaranteed by a financial entity whose: long-term unsecured obligations are rated "AA"
or better by Moody's Investor's Service ("Ivloody's) and Standard and Poor's Ratings
Group.("S&P"); and whose short term debt is rated no lower than the. corresponding
level of:.rating category for su"ch, debt acid such agreement .or contract shall provide that
the financial entity shall deposit collateral with a third party in accordance with criteria
establi'shed•by Moody's and S&P in the event that ;the rating of short or .long-term debt
of the? entity is downgraded below then-current requirements of Moody's and S&P for
such-agreements or contracts,.
(f) money market funds which are rated Am or better by S&P;
(g) any of the: following direct or indirect obligations of the following agencies
of "the. United States of America: (i) direct obligations of the Export-Import Bank; (ii)
certificates. of beneficial ownership issued Uy the. Farmers Home Administration;; (iii)
participation cerfificates issued by the General Services Administration; (iv) mortgage-
backed bonds or pass-through obligations issued and guaranteed by the Government
National Mortgage Association; the Federal National Mortgage. Association,- the.. Federal
Home Loan Mortgage.Corporaton or the Federal Housing Administration; (v) project
• notes issued by the United' States Department of Housing and Urban Development;: and
(vi) public housing notes and bonds guaranteed by the United States of America;
(h) interest-bearing demand or time. deposits (including certificates of
deposit): in.federal or state chartered savings and loan associations or in federal or State
of California banks .(including the Agent), provided that (i) the unsecured short- erm
obligations of such commercial hank or savings and loan. association shall be rated Al or
better by S&P, or (ii) such. demand or time. deposits: shall be fully insured by the Federal
Deposit Insurance Corporation;
(i) commercial paper rated in the highest: short-term rating category by S&P;
issued Uy corporafions which are organized and operating within the United States: of
America, and which matures not .more than 180 ..days following the date of investment
therein;
(j) bankers acceptances, consisting of bills of exchange or time drafts drawn
on and accepted by a commercial bank whose short-term obligations are .rated in the
highest short-term rating category by S`&P, which mature not more than 270 days
following the date of`investment therein;
(k) oiligations the interest on which. is excludable from gross income
pursuant to Section 103 'of the Tax Code and which;are rated A or better by S&P.
"Prepayment Account" means the account of that name within the Redemption Fund.
• "Principal Amount" means the aggregate principal amount of the Bonds as set forth in
Exhibit A.
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• "Principal Office" means the office of the Agent ins ,California, or such
other office as shall be designated by the. Agent'in writing `to the City,. or such other office of the
Agent designated by 'the Agent for payment, transfer or exchange of the Bonds.
"Prior Bonds" means the bonds of the City .designated "Limited Obligation
Improvement Bonds, City of Petaluma, Assessment District No. 23. Redwood Business Park 3,
Series T995-A" in the original, principal amount of ..$3,600,000.
"Prior Bonds Reso ution" means, collectively, Resolution No. 95-286 N.C.S. adopted by
the Council of 'the' City on November- 6, 1995, as amended by Resolution No. 95-314 N.C.S.
adopted December' 18, 1995, by which the Prior Bonds were authorized and issued.
"Project" means, collectively, the acquisitions and improvements funded with all or a
portion of the proceeds of the Prior .Bonds.
"Reassessment or Reassessments" means the unpaid amounts of the special
reassessments levied against all ;taxable real property within the boundaries of the
Reassessment District pursuant to the Act and the proceedings of the Council under the
Resolution. of Intention, for the purpose of paying Debt- Service on the Bonds under the Bond
Law.
"Record 'Date" means, with respect to the Bonds, fhe fifteenth (15th) day of the
calendar month immediately preceding an Interest Payment Date, whether or not a Business
Day.
"Redemption Fund" ,rnea AssessmenteD~strictd Nory23f RedwoodLB ted Obligation-
i Refunding Improvemerif- Bonds,, iness Park 3
(Reassessment and Refunding of 2001), Series 2001-A, Redemption Fund" established under
Section 4.03 hereof.
"Redemption Premium" :means the percentage of the principal amount of the Bonds
payable uponredemption of the'Bonds, asset forth in Exhibit A hereto.
"Reserve Fund" means the fund designated "City of Petaluma, Limited. Obligatio"n
Refunding Improvement Bond',. Assessment District No. 23, Redwood Business Park 3
(Reassessment and Refunding of 2001), Series 2001-A, Reserve Fund" established under Section
4.04 hereof.
"Reserrie Requirement" means an amount of not to exceed of the Principal.
Amount:
"Resolution" or "Resolution of Issuance" means this Resolution, as originally adopted
or as it .may from time to time be. supplemented, modified or amended. by any Supplemental
Resolution pursuant to the provisions:hereof.
"Resohstion of Intention".means the resolution entitled "Resolution of Intention to Levy
Reassessments:. and to Issue .Limited Obligation Refunding Improvement Bonds Upon the
Security `Thereof," .adopted by the Council on , 2001.
"State" means the State of California.
•
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"Supplemental Resoluti.o..n" means any resolution, :agreement, resolution or other
instrument hereafter duly adopfed:or executed by the'City in accordance with the provisions of
this Resolution.
"Tax Code" means the Internal. Revenue Code- 'of 1986 as in effect on the date of
issuance of the Bonds or (except as otherwise referenced herein) as it maybe amended to apply
to obligations issued. on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations prornulgafed, and applicable official public guidance published,
under the Tax Code.
"Treasurer" means the official who is the elected City treasurer, or the deputy or -
designee thereof, or which official maybe the Finance Director.
Section 1.02. UNPAID. REASSESSMENTS. The .Reassessments are as shown on the
list of unpaid reassessments on; file with the Finance. Director which list is hereby approved and
which- is incorporated herein by #ls reference and made a part hereof. For a particular
description.of the lots or parcels of land bearing the respective. assessment numbers set forth in
the list, reference is hereby made to the reassessment and to the diagram, and any amendments
thereto, recorded.in the office of the Officer of the City who is the Superintendent of Streets of
the City after confirmation thereof by the Council.
Section :1.03. E_Qi7AL SECURITY. In consideration, of the acceptance of the Bonds by
the Owners thereof, this Resolution ,shall be deemed to tie and shall constitute a contract
between the City and the Owners from time to time of the Bonds; and the covenants and
agreements herein set forth to ve performed on behalf of the City shall Ue for the equal, and
proportionate Uenefit, security and. protection of all. Owners of the Bonds without: preference,
• priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the; number or date thereof or the time. of sale, execution or delivery 'thereof, or
otherwise for any cause whatsoever, except as expressly prov~ided'therein or herein.
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ARTICLE' II
THE.BO;NDS
Section 2.01. BONDS .AUTHORIZED: All wets; conditions and things required by law
to exist, happen and be performed.precedent to and, in the issuance of the Bonds have existed,
happened. and Ueen ,performed in due 'time, form ;and .manner, as required Uy law; and the
Council is now authorized pursuant to each and. every requirement of law to issue the Bonds in
the manner and form as provided in this. Resolution. The Bonds in the Principal Amount are
hereby authorized and will. be issued ;as serial and/or term bonds as set forth in the
Reassessment, Bond ,Purchase Agreement and Exhibit A hereto. The Agent, at the Principal
Office; is hereliy designated as the Agent to perform the actions and duties required under this
Resolution forthe authentication; transfer, registration, and payment of the Bonds.
Section 2:02. TERMS OF BONDS.
(A) Denominations. The .Bonds shall be issued as fully registered Bonds without
coupons in the Bond. Denomination or any integral multiple thereof, except that the first
maturity may contain any odd amount. Bonds shall be lettered and numbered in a customary
manner as determined by the Agent:
(B) Date of Bonds. The Bonds shall be dated the Bond Date.
(C) CUSIP. "CUSIP" identification numbers shall be imprinted on the Bonds, but.
such numUers shall not constitute a part of the contract evidenced by the Bonds and any error
or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept
• delivery of and pay for the Bonds. Failure of the City or the Agent. to use such CUSIP numbers
in any notice to Owners shall not constitute an event of default or any violation of the' City's
contract with such Owners and shall not impair the effecEiveness of any such notice.
(D) Series and Maturities. The Bonds .shall consist of the series and mature and
become payable on SeptemUer 2 of each year and shall. bear -interest at the rates per annum all
asset forth in Exhibit B hereto and hereby made a part hereof.
(E) Interest. The Bonds shall bear interest at the rates set forth above payable: on thee-
Interest Payment Dates in each year. Interest shall be calculated. on the basis of a 360-day year
composed of twelve 30-day months. Each Bond shall bear 'interest from the Interest Payment
.Date next preceding the ..date of authentication and. registration- thereof unless it is authenticated.
,and: registered, (i) prior to an Interest Payment Date- and after the close, of business of the Record
Date, in which event it shall bear interest from such,Inf"crest Payment Date, or (ii) prior to the
close of business on the Record Date preceding the first Interest Payment Date,, in which event it
shall bear interest from the Dated Date.
(F) 1Vleth:o,d' of Payment. Both the principal of and interest and premium (if any) on
the Bonds. shall be payable in la-wful .money of the 'United. States of America. Interest on the
Bonds (including the final interest payment upon maturity or earlier redemption) is payable by
check of'the Agentmailed by' first class mail to the .registered. Owner thereof at such .registered
Owner's address as it appears. on the registration books maintained by the Agent at the close. of
business on the Record:Date:preeed'ing the Interest Payment Date, or by wire transfer made on
such Interest :Payment` Date upon wriffen instructions of .any Owner of $1,000,000 or more in
aggregate ,principal amount of-Bonds delivered to the Agent prior to the applicable Record
Date. The principal of the Bonds and any premium on the-:Bonds are payable in lawful money
of the United States of America upon surrender of the Bonds at the Principal Office of the
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Agent. All Bonds: paid by the Agent pursuant this Section, shall be canceled by the .:Agent. The
• Agent shall destroy the canceled. Bonds and;:: upon request of the City, issue a certificate of
destruction of such :Bonds to the City.
Section 2;03: REDEMPTION.
(A) Optional Redemption. Whenever;: as of an. Interest Payment Date, there are
sufficient fund"s iit the Prepayment Account of the Redemption .Fund from the proceeds of
prepayments of Reassessments or from 'the application of` any surplus funds by the Council;
Bonds shall. be called, for redemption: Each. Bond; or any portion of the principal thereof in the
principal amount of. the Bond .Denomination or any integral multiple thereof, may be redeemed
and paid in ad-trance of maturity on -any .Interest Payment` Date in any year by giving notice as
hereafter ,provided and by paying the principal amount. thereof; plus interest to the date of
redemption;. unless sooner-surrendered, in which event said interest will be paid to the da#e of
payment, togefher with the Redemption.Premium.
Tle provisions of Part 11.1' of the. Bond Law are applicable to the advance payment of
Reassessments and to the calling. of the Bonds. The Agent shall select Bonds for redemption in
such a way that the ratio of Outstanding Bonds to issued Bonds shah be approximately .the
same in'each annual series insofar, as possible (i.e. on a .pro-rata basis among maturities of the
Bonds). Within each annual maturity, the Agent shall select Bonds for retirement by lot.
(B) Notice to Agent. In the event it is transmifting moneys for deposit in the
Prepayment Account of the Redemption Fund, the City shall give: the Agentwritten.notice of the
aggregate amount of Bonds expected to be redeemed pursuant to subsection (A) not less than
sixty (60) days prior to the applicable redemption date.
• (C) Redemption Procedure by Agent. The Agent shall select Bonds, for retirement in
such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the
same in:each annual series insofar as possible. Within each annual series the Agent shall select
Bonds for retirement vy lot. The Agent`shall cause written notice of any redemption to be ;given
by registered. or certified mail or by .personal service. to the respective registered Owners of any
Bonds designated for redemption,. at their addresses appearing. on the Bond Register in the
Principal Office of the Agent at least 30 days before the applicable Interest Payment Date. The.
Agent shall also cause notice of redemption to be sent. to the Securities Depositories. and to one
or more of the .Information Services at least one day earlier than the giving of notice to the
Owners as aforesaid; provided, however--, such mailing to the ,Securities Depositories and
Information Services shall not be a .condition precedent to such :redemption. Failure to so mail
any notice; of redemption, or of'.any person or entity to receive any such notice, or any defect in
any notice of redemption, shall not affect the. validity- of the proceeding for the redemption of
` sizcl Bonds:
Such notice hah state the redemption date. and the.. redemption price and; if less than all
of the then Outstanding Bonds are to be called for ..redemption, shall designate the CUSIP
numbers (if applicable)
and Bond numbers of the Bonds to be redeemed. by giving the individual
CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds
between. two stated Bond numbers, both inclusive; "are-to be redeemed. or that all of the Bonds
of one or more maturities have been called for redemption, shall .state as to any Bond called in
part the principal amount 'thereof' to be redeemed, and shall require that such Bonds be then
surrendered at fhe Principal Office of the Agent for redemption at the said redemption price,
and shall: state that. further nteresf on such Bonds, or the portion thereof to be redeemed, will
not accrue from and after the redemption date.
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Upon fhe payment of the redemption price; of Bonds being redeemed,, each check. or
• other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
number identifying, by issue and maturity, the Bonds being'redeerned with the proceeds of such
check or other transfer.
Upon surrender .of Bonds redeemed in part only; the City shall execute and the. Agent
shall authenticate and deliver to the registered. Owner; at the- expense of the City, a new Bond
or Bonds, of the same series and maturity, of authorized denominations in aggregate principal
amount equal to the unredeemed portion of the Bond or Bonds.
(D) Effect. of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall .have been. deposited in the Redemption Fund on the date fixed for
redemption, such Bonds so called shall cease to be .entitled to any benefit under this Resolution
other than the right to receive payment of the redemption price, and no interest shall. accrue
thereon on or after the redemption date specified in such :notice. All Bonds redeemed by the
Agent pursuant: to this Section 2.03 ahall be canceled by the Agent: The Agent shall destroy the
canceled Bonds and, upon request of the Authority, issue a certificate of destruction of such
Bonds to the City.
Section. 2.U4. FORM. OF BONDS. The Bonds, the .form of Agent's certificate of
authentication; and. the form of assignment to appear thereon, shall be substantially in the
respective form set forth in Exhibit. B' attached hereto .and. by this reference incorporated herein,
with necessary or appropriate•varations, as permitted or required:
.Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS. The Bonds shall
• be executed in the name and on behalf of the City with the manual or facsimile signatures of the
Treasurer and attested by fhe~manual or facsimile signature of the Clerk. The Bonds ,shall' then
be delivered to the Agentfor authentication: In case. any officer who shall have signed any of the
Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or
delivered. by the Agent or issued, by-the City, .such Bonds may nevertheless be authenticated,
delivered. and issued and, upon .such authentication, delivery and issue, shall be as binding
upon the•Cty as though the individual who signed the same.had .continued to be such. officer of
the: City. Also,; any Bond may be signed on Uehalf of the .City by any individual who on the.
actual date of the execution of such Bond shall be the proper. officer although on the nominal
date of such Bond .such individual shall not have been such officer.
.Only such of the Bonds as shall bear thereon a certificate of authentication in
substantially the: form set forth in Exhibit C, manually executed by the Agent, shall be valid or
• obligatory for any purpose or entitled to the benefits of this. Resolution, and such certificate of
the' Agent shall Ue conclusive.. evidence that the Bonds so authenticated have been. duly
authenticated and delivered hereunder and are entitled fo the benefits of this .Resolution. The
Agent's certificate of authentication on ary Bonds shall be deemed to be executed by it if signed
by the Agent-or by an authorized officer or signatory of the Agent, but. it shall not be necessary
that the same officer or signatory sign the certificate of authentication on all of the Bonds issued.
hereunder.
Section 2.06. TRANSFER OR EXCHANGE OF BONDS: Any Bond may, in accordance
with its terms; be transferred upon the Bond Register by the registered Owner, in person or by
such Owner's duly authorized attorney, upon surrender of such Bond for cancellation,
accompanied by delivery of a written instrument of transfer- :in a form approved by the Agent,
duly executed. Whenever any Bond shall be surrendered for transfer, the Agent shall thereupon
• authenticate.. and deliver to 'the transferee a new Bond or Bonds of like tenor, maturity and
aggregate principal amount. Bonds may be exchanged at the .Principal Office of the Agent, for
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Bonds of th'e same tenor and maturity and of other authorized denominations. No Bonds the
notice of redemption of which has. been .given under Section 2.03 shall be subject to transfer or
exchange pursuant o 'this Section: Neither the City. nor the Agent shall be required to make
such exchange~or registration or transfer: of Bonds on or after the Record' Date or after a Bond
has been selected for. redemption. For any-transfer .or, exchange under this Section, the City and
the Agent may :require the payment of a reasonable fee. to cover the costs and expenses of the
City and the Agent.
Section 2.07. .BOND REGISTER. The Agent will keep or cause to be kept at its
Principal Office: a sufficient..Bond„Register :for the registration and transfer of the Bonds, which
shall at all tunes during regular business hours be open to inspection by the City; and, upon
presentation for- such purpose; he Agent shall, under such reasonable regulations as it may
prescribe, register or transfer or cause to be registered or transferred, on the Bond Register,
Bonds as fiereirrbefore provided.
Section 2.08; TEMPORARY BONDS. The Bonds maybe issued initially in temporary
form.exchangeable-.for definitive Bonds when ready for delivery. The temporary .Bonds may be _
printed, lithographed or typewritten,. shall be of such denominations as may be determined by
the Council and-may contain. such reference to any of the: provisions of this Resolution as may
be appropriate. Euery temporary Borid shall be executed by the officers designated and in the
manner~provided in Section 2.05 hereof and be registered and. authenticated by the Agent. upon
the same conditions and in substantially the same manner as Elie definitive Bonds. If the City
issues temporary Bonds, it will execute and furnish ~ definitive- Bonds without delay; and.
thereupon the temporary Bonds may be surrendered, for cancellation, iir exchange. therefor at
the Principal Office of the Agent, :and' he Agent shall authenticate and deliver in exchange for
such temporary .Bonds an equal, aggregate principal amount. of" definitive Bonds of authorized
. denominations. "Until so exchanged, the .temporary Bonds shall'be .entitled to the same benefits
trr?der this Resolution as definitive Bonds authenticated and delivered hereunder.
Section 2:09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN. If any Bond
shall.become mutilated, the Agent`shall thereupon authenticate and deliver, a new (Bond of like
maturity and principal annount'in exchange and substitution for the Bond so mutilated, Uut only
upon surrender to the Agent,of the Bond so mutilated: Every mutilate d Bond so surrendered ao
theAgent shall be canceled by.t and delivered to,. or upon 'the order of, the City. if any -Bond.
issued :hereunder shall be lost, destroyed or stolen, evidence. ;of such loss, destruction 'or theft, ,
maybe sizUrnifted ao the City and the Agent and,.. if such evidence be satisfactory to them and
indemnity- satisfactory to them shall be given, .the„ Agent "shall thereupon authenticate and
deliver;. a new Bond of like maturity and principa_1 amount in lieu of and in sut~sttution for the
.Bond so lost, .:destroyed or .stolen (or if any such B'gnd shall .have matured or shall :have been
called for':redemption, instead of issuing a substitute Bond the Agent may pay the same without
surrender'thereof upon receipt of indemnity satisfactory to the Agent). The City and. the Agent
may require payment of a reasonable fee: for each:new Bond- issued under this Section and of the
expenses which may be incurred by the, City and the Agent. Any Bond issued under the
provisions of this Section in lieu of any Bond alleged fo be lost, destroyed or stolen shall
constitute an original" contractual, obligation on the part of the City whether or not the Bond
alleged to be lost, destroyed"or stolen,be at.anytime enforceable by anyone, and shallbe equally
and proportionately entitled to the' benefits. of -this Resolution with all other Bonds secured by
this Resolution and any Supplemental Resolution.
Section 2.1"0. BOOK-ENTRY ONLY SYSTEM, `pTC shall act as the initial Depository
for the Bonds.. One .Bond for .each maturity of the Bonds shall be initially executed,
authenticated,. and delivered as. set forth .herein with a separa#e fully registered" certificate (in
• print or typewritten form). Upon initial execution, authentication, and delivery, the ownership
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of the Bonds shall be registered in the. Bond: Register kept by the Agent., for the Bonds in the
• name of Cede & Co., as nominee of DTC or such nominee as ,DTC shall appoint. in writing.
The. Authorized Officers of the City and the Agent are hereby authorized to take any
and all .actions as may be .necessary- and not inconsistent with this Resolution to qualify the
Bonds for the Depository's book-entry system, including the execution of 'the Depository's
required representation letter..
With .respect to Bonds registered 'in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the City nor the Agent shall have any responsibility or obligation to.
any broker-dealer, bank, or other financial institution .for which DTC holds Bonds as
Depository from 'time to time (the "DTC Participants") or to any person for which- a DTC
Participant acquires. an interest in the Bonds (the "Beneficial Owners"). Without limiting the
immediately preceding.sentence, neither the City nor the Agent shall have any responsibility or
obligation with respect to (i) the accuracy of the records of DTC; Cede & Co., or any DTC
Participant with respect to any ownership interest in the. Bonds; (ii) the delivery to any DTC
Participant, any Beneficial Owner,. or any other person,. other' than DTC, of any notice with
respect to the Bonds; including any Bonds to be redeemed in _f_he event the City elect to redeem.
the Bonds, in part, (iii) the selection by the. Depository of the beneficial interests in the Bonds to
be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payments to any
DTC Par- icipant, any Beneficial Owner, or any person, other than DTC, of any amount.. with
respect to the principal of or interest. on the Bonds; or (v) any consent given or other action
taken by 'the ,Depository as Owner of the Bonds.
Except, as set forth .above; the .City and the Agent may treat: as. and deem DTC to be the
absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of
payment of the principal or and interest on such Bonds, for thee.-purpose of giving nofiees, of
prepayment and other rnatfers with respect to such Bonds, for the purpose of registering
transfers with respect to .such Bonds, and .for all purposes whatsoever. The Agent on. behalf of
the City shall pay all principal..of and interest on the Bonds only to or upon the order of the
Owners as shown on the Bond. Register, and all such payments shall.. be valid and effective to -
fully satisfy and discharge all oUlgations with respect to the principal of and interest on the
Bonds to the extent. of the, sums or sums so paid.
No person other than. an Owner, as shown on'the. Bond. Register, shall receive. a physical
Bond. Upon delivery by DTC. fo-the,City and the .Agent of. written notice to the effect the DTC
has determined. fo substitute a new .nominee in place: of Cede & Co., and subject to the transfer
provisions in Section 2.06 hereof, references to "Cede & Co."' in this Section 2.15 shall refer to
such new nominee of DTC.
DT.C :may determine to discontinue providing its services with respect to~ the Bonds a
anytime Uy giving°written notice to the City and to the Agent during any 'time that the Bonds
are :Outstanding; and discharging its responsibilities with. respect thereto under applicable law.
The.: City may terminate the services of DTC with respect to the Bonds if it determines that DTC
is unable to discharge_:fs"responsibilities with respect to the Bonds or that continuation of the
system of Book-entry transfer through, DTC is not in-the best interest of the Beneficial Owners,
and the City shall mail notice of "such termination to the Agent.
Upon termination~of`the services of DTC as provided' in the previous paragraph, and if
no substitute Depository willing to undertake the functions hereunder can be found which is
willing and above to undertake ouch functions upon reasonable or customary terms, or if the
City determines that it is in'the best. interest if the Beneficial Owners of the Bonds tha# they be
• able to obtain. certified Bonds, the Bonds shall no longer be. restricted to being registered in the
Bond Register of the Agent in- the name of Cede & Co., as nominee of DTC, but may be
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ARTICLE I.II
ISSUANCE OF B.OIVDS
Section 3:01. ISSUANCE ,AND SALE OF BO1vDS. At any time after the adoption of
this Resolution, :the City may issue the Bonds. and sel'1 ,and deliver their fo the Original
Purchaser under the Reassessment. Bond Purchase Agreement between the City and Original
Purchaser. The. Authorized Officers,-andeach of them; are hereby authorized to negotiate and
execute 'the Reassessment Bond Purchase Agreement with Elie Original Purchaser for the -sale of
the Bonds, subject to such conditions as shall be as .hereafter provided.
Section 3A2. VALIDITY OF BONDS. The validity of the authorization and issuance of
the Bonds shall `not be dependent upon the completion of the `Project or upon the performance
by any person or such person s obligation with respect to the Project.
Section 3.03. PLEDGE OF REASSESSMENTS AND FUNDS. The .Bonds shall be
secured by a first pledge (which pledge shall be effected in the manner and to the extent herein
provided) of all of the Reassessments and all moneys deposited :in the Redemption Fund (and
the Prepayment Account therein)' and the Reserve Fund. The Reassessments. and all moneys
deposited into said :funds {except as otherwise pro~id'ed herein) are hereby dedicated to the
payment. of the. principal of (including. any Sinking Fund Payments), and interest and any
premium on, 'the Bonds as provided herein and in the Bond Law until all of the Bonds have
been paid .and retired or until moneys or Federal Securities have been set aside irrevocably for
that purpose in under Section 8.03 hereof.
• ~ Section 3'.04: LIMITED OBLIGATIONS. All obligations of the City under this
.Resolution and the Bonds shall not be :general obligations of 'the City, but shall be limited
obligations, payable solely from the Reassessments and the funds pledged therefore hereunder. '
Neither the faith and credit of the City nor of the State of California or any political_subdvsion~
thereof is pledged to the payment, of'the Bonds. The Bonds are "Limited Obligation Refunding
Improvement Bonds" under section 8769 of the Bond Law Arid are payable solely ~ from. and'
secured. solely by the Reassessments and the amounts in the Redemption:. Fund and the Reserve
Fund created hereunder. Notwithstanding any other provision of`this Resolution; the City is not
obligated fo advance available surplus funds from the City treasury to cure :any deficiency in
the Redemption Fund; provided, however, the City is not prevented, in its sole discretion,. from
so advancing'funds.
S':ection 3:05. NO ACCELERATION. The principal of the. Bonds shall not. be subject to
.acceleration hereunder. Nothing in-this .Section 3.05 shall -1 any way prohibit the prepaymenfi,or
redempaon.ofBonds under Section'2'.03 hereof, or the defeasance of the Bonds and discharge.
of ths;Resolutionunder Section 8:03 hereof.
Section 3.06. REFUNDYNG OF BONDS. The Bonds may be refunded by the City
pursuant, to Divisions 11 or 11.5 of the California .Streets and Highways Code upon the
conditions as set forth,in appropriate proceedings therefor. This Section shall not apply to or in
any manner limit advancement of the. maturity of any of the Bond's as provided in Parts 8, 9,
11, or 11.1 of the Bond Law,. nor shall this Section 3.06 apply to or in any mariner limit the
redemption and payment of any Bond pursuant to subsequent proceedings providing for the
payment of amounts to eliminate previously imposed fixed lien assessments, including the
Reassessments.
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Section 3.07. AUTHORITIES. The Authorized 'Officers are hereby authorized and
directed to cause the various documents herein mentioned to be completed and executed with
such changes, rnodifications, deletions or additions as -may be approval by the Authorized
Officer in consultation with the City's~ataff and'' consultants with respect to these. reassessment
proceedings,. ouch approval to be conclusively evidenced by the execution of the such
documents by ahe :Authorized Officer.. The foregoing aufhorization is expressly condifioned
upon the satisfaction of the following;, (i) the total principal amount of the Bonds: shall not
exceed $3,195,000; (ii) the. true ;interest 'cost of the Bonds shall not exceed 7% per annum. and
the discount shall not exceed: 1.75% of the principal amount of the Bonds. The Clerk is
authorized to complete acid to approve changes in any provisions of this Resolution and Exhibit
A hereto in order'fa accomplish-the•delvery of any of the Bonds~on schedule;. such. changes may
be accomplished'. by attacliinent of a certificate, executed by the Clerk, to this Resolution on file
in the. office of the Clerk.
Section 3'.08. OFFICIAL.. STATEMENT. The Council hereby approves the Official
Statement describing the. financing for the Bonds, in substantially the form on file with. the City
Clerk together with any changes therein or additions thereto deemed advisable by the
Authorized Officer. The Council. approves and- authorizes the distribution by the Original
Purchaser (as Underwriter). of the Official Statement to prospective purchasers of the. Bonds;
and authorizes and directs -the:. Authorized Officer on Uehalf of the City to deem- "final,"
pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (.the "Rule"), the Official
Statement prior to its distribution to prospective purchasers of the Bonds. (the Official
Statement, as so deemed final, being referred to as the "Preliminary Official Statement"). The
execution of the final Official Statem. ent, which shall include such changes and additions to the
Preluninary Official Statement as: may be permitted by the Rule; and deemed advsable'by the
Authorized :Officer. and such. information permitted to be excluded from the Preliminary Official
Statement pursuant to the Rule (the "Official Statement"), ahall be conclusive evidence. of the
approval of: the Official Staaement`by the City.
Section 3.09. CONTINUING DISCLOSURE DOCUMENT(S). The Council :hereby
approves,the forms of the City's Continuing Disclosure, Certificate and the Owner's Continuing
Disclosure Certificate with respect to the Bonds in substantially the forms thereof attached to
the~`Prelixninary Official. Statemenf. 'The Authorized Officer is hereby authorized and directed.
to' complete and execute the Cerfifca#e on behalf of fhe City with such changes, additions;
deletions~as maybe approved by fhe.Authorized Officer in~consulfation with the City's bond
counsel.
Section 3.10. BOND SALE AND DELIVERY. The. Bond. Purchase Agreement in
substantially the form on file with ahe city is hereby approved and the Authorized Officer is
hereby au`tliorized acid directed to complete :and execute the Bond Purchase .Agreement on.
behalf of the City with such changes,. additions, deletions and revisions as may be approved 'by
the Authorized .Officer in. consultation. with the City's financial advisor, underwriter and bond
counsel. Upon 'execution of the Bond Purchase Agreement by the City, the Bonds shall be
prepared; authenticated.. and delivered; all in accordance with the applicable terms of the. Bond
Resolution and Bond. Purchase Agreement: The Authorized. Officer and other responsible City
officials are hereUyauthorized and directed to take such actions.as are required under the Bond
Purchase Agreement'to eoniplete all actions required to evidence the delivery of the Bonds and
the .receipt of the purchase price thereof from the purchaser of the Bonds.
Section 3.11. ACTIONS APPROVED. All actions heretofore taken by the officers and
agents of the City with respect to the establishment of the reassessment district and the sale
and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized
• ~ Officers of ahe City are hereby authorized and directed fo do-any and all things and take any
and all actions and execute any and all certificates, agreements, contracts, and other
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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. The:Authorized Officers are. further authorized:_and directed to complete Exhibit A
hereto and make such changes, amendments`., and corrections to this resolution as may be
required to provide for the timely issuance,-.sale and delivery of the Sonds and to certify to such
actions, as required.
•
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ARTICLE'IV
FUNDS AND ACCOUNTS
Section .4.01. APPLICATION OF:PROCEEDS OF' SALE OF BONDS. Upon receipt of
the proceeds of sale of the Bonds on the Closing Date, the. proceeds thereof shall be forthwith
set aside, paid over and deposited by fihe Finance Director, as set forth in the. Reassessment
Bond- Purchase Agreement, appropriate Officer's Certificate(s), Article IV hereof and Exhibit A
hereto.
Section 4'.02. COSTS'OF TSSiIANCE FUND.
(A) Establishment of"Costs of Issuance .Fund. The Costs of Issuance Fund shall be
established, held and~~~receive deposits, all as provided in Exhibit A. The moneys in the Costs of
Issuance .Fund shall be held by the Finance Director for the benefit of the City and. shall be
disbursed as prodded in subsection (B) of this Section 4.02 for the payment or .reimbursement
of the Costs of Issuance.
(BJ Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from
time to tune to pay Costs of Issuance as set forth in a requisition therefor containing respective
amounts to be paid' to the designated,'payees and delivered fo the Finance Director concurrently
with the delivery of the Bonds., 'The. Finance Director shall p,ay all Costs of Issuance upon
receipt of an invoice from any such payee which. requests payment in an amount which is Tess
than or equah fo the amount_set forth. with. respect to such payee: in such requisition, or upon
receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on 'the
initial requisition delivered to the Finance Director on the Closing;Date.
(C) Investmen#. Moneys in the Costs of Issuance Fund shall be invested and
deposited under .Section 6.01 hereof. Pending its closing under Subsection (B) above, Interest
earnings .and profits resulting from, said investment ,shalt be retained by the Finance Director in
the Costs of Issuance Fund to be used for the purposes of uch fund.
(D) Closing of Fund:.. The Finance Director shall maintain the Costs of Issuance Fund
fora ;period of 90 days from'the Closing Da#e or until. the last known Costs of Issuance. have
been paid,, whichever is earlier, and then. shall transfer any moneys remaining therein, including
any investment earnings thereon, to the Redemption Fund and the Costs of Issuance Fund shall
be closed.
Section 4.03. REDEMPTION FUND.
(A) Establishment of Redemption Fund. and, Account. The Redemption .Fund is
hereby :established as a separate fund~fo be ,held vy the Finance'. Director to the credit of which
deposits shall be. made. as required by Section. 4:01 and any other amounts required to Ue
deposited therein by this. Resolution or the Bond Law. ~ Moneys in the Redemption Fund shall be
held by the Finance. Director. for the benefit of the City -and the Owners of the Bonds, shall be
disbursed for the payment. of the principal of, and interest and any premium on, the Bonds as
provided below. Within the Rederption Fund, the ,Finance Director shall establish the
Prepayment Account; into which. shall be placed the proceeds of the prepayment of any
Reassessment or portion thereof: The Prepayment Account shall be administered in accordance
with the provisions of section 8767 of the. Bond Law.
•
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{B) Disbursements. On or before each Interest Payment Date; the; Finance Director
• shall withdraw from. ,the accounts in the Redemption Fund .and forward to the Agent for
payment to the Owners of -the Bonds, amounts suffcienf to pay the principal of, and interest
and any premium, then. due and payable; on theBonds'. Five (5)' Business Days prior to each
Interest .Payment-Date, the Finance, D'irector' shall determine if the amounts then on deposit in
the Redemption Fund. are sufficient to pay the DeUt_Service due on the Bonds on such Interest
Payment Date. In the event tlia#' amount"s in the Redemption Fund are insufficient for such
purpose, the Finance. Director shall cause appropriate withdrawals o be made from the Reserve
Fund, to the' .extent of any funds therein, the amount of such insufficiency, and shall transfer
any amounts so withdrawn to the Redemption Fund. Amounts o withdrawn from the Reserve
fund and deposited:-in .the Redemption Fund shall be applied to the payment of the Bonds. If,
after the foregoing transfers, where are insufficient funds in the Redemption Fund to make the
payments provided for in the first sentence of this Section. 4;03(B); the .Finance Director shall
apply the available funds first to the payment of interest on the Bonds, then to the ;payment of
principal due on the Bonds, and. then to payment of principal due on the Bonds by reason of
Bonds called, for redemption pursuant to Section 2.03 hereof.
(C) Investment.. Moneys in the Redemption Fund. and the Prepayment Account
therein shall be :invested and deposited in accordance with Section 6.01. Interest earnings and
profits resulting from. such investment and deposit shall be retained in the Redemption Fund
and the account`therein.
(D) Closing of Fund: The Redemption Fund (and the Prepayment Account therein)
shall be closed when all ofthe principal of and interest on the Bonds has been paid.
Section 4.04. RESERVE FUND.
• (A) Establishment: o£ Reserve Fund. The 1Zeserve Fund is hereby established as a
separate fund tq be held by the, Finance ..Director to the credit of which a deposit shall be 'made.
as required by Section 4.01, and deposits shall be made as provided in the Bond Law. Moneys
in he Reserve Fund shall be held Uy the Finance Director for the benefit of the City and the
Bond Owners as a reserve for the payment of principal of; and interest and any premium on;
the Bonds. The City shall cause the Reserve Fund to be administered in accordance withPart
I6. of the' Bond-'Law.; provided that proceeds from redemption or sale of properties with. respect
to which payment of delinquent Reassessments and interest thereon was made from the Reserve
Fund,.shall be credited to 'the Reserve Fund.
(B) Use of Fund'. .Except as otherwise provided in this Section 4.04 all amounts
deposifed_ in the. Reserve Eund shall Ue used and withdrawn by the Finance Director solely. #or
the,purpgse of making transfers to the. Redemption Fund in the event of any deficiency at ,any
time: iri tle: Redemption Fund of the amount then required. for payment of the principal of; and
interest and any premium on, the Bonds or, in accordance with the provisions of this Section
4.04, for the purpose of redeeming Bondsfrorn the Redemption Fund.
(C) Transfer Due to Deficiency in Redemption Fund. Transfers shall be made
from. the Reserve Fund to the Redemption Fund in the event: of a .deficiency in the Redemption
Fund, in accordance with Section 4:04(B) hereof.
(D) ..Payment of Reassessments. Whenever, after the' issuance of the Bonds, a
Reassessment is pre-paid; in whole or in part, as provided in the Bond Law, the Finance
Director shall transfer from .the Reserve Fund to the Redemption Fund an amount specified in
such direction equal to 'the product of the ratio of the original amount of the Assessment
• securuig any Bonds so paid to the original amount of all Reassessments sectuu~g any Bonds,
times the initial ReserveRequirement.
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(E) Transfer of Excess of Reserve Requirement.. Whenever, on any Interest
Payment Date, or on any other date as determined by the Finance Director, the amount in the
Reserve Fund exceeds the then applicable Re"serve 'Requirement, the Finance Director shall,
except as otherwise provided in Section 5.09 hereof'~for purposes,of rebate and as evidenced by
an appropriate- "Officer's Certificate,. transfer on or before such Interest Payment Date an
amount equal to the excess from the Reserve Fund . to the Redemption Fund to be used in
accordance with Part 16 of the Bond Law.
(F) Transfer When, Balance: Exceeds Outstanding Bonds. Whenever the balance in
the Reserve :Fund is sufficient to retire all the Outstanding Bonds, whether Uy advance
retirement or otherwise, collection. o'f the principal and interest. on the. Reassessments shall be.
discoritinued and the Reserve Fund ..liquidated by the Finance Director in retirement. of the
Outstanding Bonds, as directed liy'an Officer's Certifica#e. ;Irr fhe event that the Valance in the
Reserve Fund- at .the time. of liquidation exceeds the amounf .required to retire. all of the
Outstanding Bonds, the excess shall be transferred to the City to be used in accordance with the
Act and the Bond Law.
(G) Investment. 1Vlorieys in the Reserve Fund. shall be .invested and deposited in
accordance wth:Section:6.01. Interest earnings and profits resulting from said investrnenf hall
be retained in-fhe Reserve'Fund suUject to the provisions of Section 4.04(E) hereof.
Section 4.05: ESCROW FUND. On the Closing .Date, the Escrow Fund shall be
established by the Finance Director with the Escrow Holder- under fhe .Escrow Agreernent with
deposit(s) provided under Section_.4.Q1. The purpose of the estalilishment of the Escrow Fund
shall be to assure the timely advance retirement of the Prior Bonds, using a .portion of the
• proceeds of the :Bonds and other funds'. held by the City with respect to the Prior Bonds and.
investment earnings thereon, all as to be specified by appropriate Certificates of the City..
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ARTICLE, V
COVENANTS
Section ,5.01. COLLECTION OF REASSESSMENTS.
The City shall comply with all requirements of the Act, the Bond Law and this
Resolution to assure the timely collection of the Reassessments, including, without limitation;
the enforcement of delinquent Reassessments. To that end, the following shall apply:
(A) Tax Roll Collection. 'The Reassessments as set forth on the .list thereof on fire
with the Finance Director together: with the interest. thereto;. shall be payable in annual series
corresponding in numUer and proportionate amount to the number of installments and principal
amounts of `the Bonds maturing or hecoming subject to mandatory prior redemption under
Section 2.03 hereof. An annual proportion of each Reassessment.,shall be payable in each Fiscal
Year preceding, the date of maturity or~mandatory prior redemption date of each of the Bonds
issued sufficient to pay the Bonds when due and such proportion of each Reassessment coming
due in.any year;. together with the annual interest thereon;. shall be payable in the same manner
and at hei same. time and in .the- same. installments -as the ,general taxes on real property are
payable,. and become: delinquent.°at~the~ same times and in. the same proportionate amounts and
bear they same proportionate penalties .and .interests affer delinquency as do the general taxes on
real property. All sums received :from the collection of the. Reassessments and of the interest
and penalties .thereon shall be placed in the Redemption Fund.
(B) Auditor Record. The .Finance Director shall, .before the final date on which the
Auditor will accept the transmission of the Reassessments for the parcels within ,the
Assessment District for inclusion on the next .tax roll', prepare or cause to be prepared, and
shall transmit to the Auditor, such data as the Auditor requires to include the installments of
the Reassessments on the next secured tax roll. The Finance. Director is hereby authorized to
~ employ consultants to assist in computing the installments of the Reassessments hereunder and
in reconciling Reassessments billed to amounts received as provded:in the subsection (C) of this
Section :5.01:
(C) Admnistrati~ue Costs: In addition to any .amounts authorized pursuant to
section 8682 of the' Bond Law to lie. included with the annual amounts of installments as
aforesaid, the City, pursuant to section 8682:1 of the- Bond-Law may cause to be entered on the
assessment roll on which taxes. will next. become due; opposite each lot or parcel of land within .
the Reassessment District in the manner set forth in said section 8682, each lot's pro rata .share
of the estimated annual expenses of. -the City in connection with the administrative duties
thereof for the Bonds; including;. but .not limited.. to,, '.the costs of registration,: authentication,
transfer and compliance with the provisions of Article V hereof. ~ Delinquent Reassessments
shall'be subject to foreclosure pursuant to. Section 5.02 hereof.
Section 5.02. FORECLOSURE. T'he City hereby covenants with and for the benefit of
the Owners of the 'Bonds that it° will ..order, and' cause to he commenced, and thereafter
diligently prosecute an action in he superior court to foreclose the lien of any Reassessment or
installment thereof which has been ,billed, but has not been paid, pursuant. to and as provided
in sections .8830 and 8835, inclusive of the Bond Law and. the conditions specified in this
Section 5.02 The Finance. Director shall notify the City Attorney of any such delinquency of
which the Finance Director. is aware, and the City Attorney shall commence, or cause to be
commenced, such foreclosure proceedings, including collection actions preparatory to the filing
• of any complaint. The City Attorney is hereby authorized to employ counsel to conduct any
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such foreclosure .proceedings. The following conditions shall apply to the foreclosure
• proceedings which shall be commenced within. 60 days of any of the following determinations
which shall be made Uy the Finance Director not later 'than October 1 of each Fiscal Year:
{A) If tle.Finanee Director determines that there is a delinquency of a Reassessment
of $ or more. for a prior Fiscal Year or Years for any single parcel of land in the
Reassessment District.
,(B) If the Finance Director determines that the total amount of delinquent
Reassessments for the prior Fiscal Year for 'the entire .Reassessment District, .less the total.
delinquencies under subsection {A) above; exceeds three percent (3%) of the fotal
Reassessments due and` payable: in the prior Fiscal Year, foreclosure shall Ue commenced against
each parcel of land in the Reassessment District with a delinquency of $ or more for the
prior Fiscal. Year or Years.
(C) If the Finance Director determines that the total amount of delinquent
Reassessment for the. prior Fiscal Year for the entire Reassessment District; less the total
delinquencies under subsections (A) and (B) above, exceeds five. percent .(5%) of the total.
Reassessments due and payable for the prior Fiscal Year,,. foreclosure shall be commenced
against each parcel of land within the -Reassessment Dstrief with any amount of delinquency
for the prior Fiscal Year or Years.
Section. 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS. The
City shall punctually pay or cause to Ue paid the interest. and. principal to Uecome due with
respecf to all of the Bonds. in strict .conformity with the terms of the Bonds and of this
Resolution,. and will faithfully oUserve and perform all of the conditions, covenants and
• requirements of'this Resolution and all Supplemental Resolutions.
Section: 5.04. N0 PRIORITY FOR ADDITIONAL OBLIGATIONS. The City covenants
that no additional tionds or other obligations shall be issued or incurred having any ,priority
over the Bonds in payment of principal or interest out of the 1eassessments. Nothing in• this
Resolution shall prohibit the City from issuing bonds or other obligations on a parity with- or
suU.ordinate.to`the'Bonds and secured Uyand payable from;the Reassessments upon such aerms
as the: City may determine.
Section 5.05. FURTHER ASSURANCES. The City will adopt, make; execute. ;and
deliver any and all such further resolutions, instruments and assurances as may Ue reasonably
necessary orproper to carry out the. intention or to facilitate the. performance of this Resolution,.
and for the; Vetter assuring and confirming unto the Owners of'the Bonds the rights and benefits;
prodded; in this Resolution.
S':ection 5.OG. `PRIVATE ACTIVITY BOND LIMITATION, The City shall assure that
the. proceeds of the-Bonds are:ngt~so used as to cause the:.Bonds to satisfy the private Uusiness
tests of section 141(li) of the Tax Code or the private loan financing test of section 141(c) of the
Tax Code.
Section 5.07. FEDERAL GUARANTEE. PROHIBITION. The City shall not take any
action or permit or suffer any action. to be taken if the: result of the same would be to cause any
of the Bonds 'to be "federally guaranteed" within the meaning of section 149(U) of the Tax
Code.
Secfion .5.08. NO ARBITRAGE. The City shall. not cake, or permit or suffer to be taken
• Uy the Finance Director or otherwise, -any action with respect to the proceeds of the Bonds
which, if such action had Veen reasonably expected to have Ueen taken, or had been deliberately
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and intentionally taken, on the date of issuance of 'the Bonds would have caused the Bonds to
be "arbitrage bonds" within the meaning of section 148 of the Tax Code.
Section 5.09'. REBATE REQLJIREIVIENT: The City shall take any and all actions
necessary to assure compliance withsection 148(f)~ of the'Tax Code, .relating to the rebate of
excess investrr?ent-earnings, if any, to the federal government, #o the extent that such section is
applicable to the Bonds. Earnings on any reserve fund established under this Resolution shall
be used for rebate purposes before any application thereof as credits to the Redemption Fund
under Section 4.03(E).
Section 5.10. YIELD OF THE BONDS. In determining the yield of the Bonds to comply
with Sections 5.08 and 5:09 hereof,: `the City will. fake into account redemption (including
premium; if any) in advance of maturity based on .the reasonable expectations of the City, as of
the Closing Date, regarding prepayments of Reassessments and use of prepayments' for
redemption of fhe Bonds, without regard to whether or not prepayments are received. or Bonds
redeemed.
Section 5.11. AMENDMENT. Without the consent of the Owners. of the Bonds, the.
City may amend this :Resolution to add, modify or ,delete .provisions if necessary or desirable to
assure compliance, with Section 148(~f) of the Tax Code, or as! otherwise required,. to assures the
exemption from federal income taxation of interest on the Bonds.
Section 5.12. MAINTENANCE OF TAX-EXEMPTION. The City shall take all actions
necessary to assure the exclusion of interest on the Bonds from the gross income of.'the Owners
of the .Bonds to the same extent as such .interest is permitfed to be excluded from gross income
under fhe Tax Code as in effect' on the date of issuance of the Bonds.
i Section 5.13. COIVTINLJI1vG DISCLOSURE. The City hereby covenanfs and agrees
thaf'it will; comply'with and carry out all of the provisions of any continuing disclosure. relating
to the Bonds. Notwithstanding any other provision of this Resolution, failure of the City to
comply wth.any continuing disclosure shall not be considered an event of default.
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ARTICLE; VI
INVESTMENT QF FUNDS
Section 6:01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS. Subject in all
respects to the provisions of Section 6.02, moneys in,any fund or account created or established
by this Resolution,and;held..by the Finance Director shall- Ue invested by the Finance Director .in
Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Finance
Director at least two (2) Business Days in adv-ante of -the making of such investments. The
following shall apply to such investments:
(A) In the absence of any such„Officer's Certificate,. the Finance Director shall invest
any such moneys in"Permitted Investments described as Federal :Securities which, by their 'ferrns
mature prior to the date on which. such moneys are required to Ue paid out hereunder.
OUligations purchased as an investment of moneys in .any fund. shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Resolution for transfer of
interest .earnings and profits. resulting from investment of amounts in funds and accounts;
(B) The .Finance. Director may act as principal or agent in the acquisition or
disposition of .any .investment. The "Finance Director shall. ,incur no liability' ..for losses arising
from anyinvestments made pursuant to this Section;
(C) Subject in all respects to the provisions of` Section 5,09, investments in .any and
all .funds: and accounts may at the: discretion of the Finance' Director be commingled. in a
separate fund or funds for purposes of making, holding and disposing of investments,
notwithstanding provisions herein for transfer to or holding, :in or to the credit of particular
funds or accounts of amounts received or held by the Finance Director hereunder, provided `that
the Finance Director shall at all .tunes, account for such investments .sErictly in accordance: with
the funds and. accounts to which they are credited and otherwise as provided in this Resolution;
(D) The Finance Director shall sell at the. highest price reasonably obtainable, or
present. for redemption, any investment security whenever it shall be necessary to provide
moneys to meet_any .required payment;. transfer, withdrawal or disbursement from the fund or
account Eo which- such .investment security is credited and the. 'Finance: Director shall not be
liable: or°,responsible for. any,loss resulting from the acquisition or disposition of such. investment
security in accordance herewith; and _
(E) For any funds held by the Finance Director; the foregoing provisions of this
Section 6:01 shall also apply, except that an Officer's Certificate shall not be required. "For such
funds the Finance Director shall. keep records or accounts 9f all expenditures or disbursements
therefrom which records shall be available for inspection during Uusiness hours on any Business
Day uponprior written request.
Section 6'.02. ACQUISITION, DISPOSITION AND. VALUATION ~ OF
INVESTMENTS.
(A) Except as otherwise provided in subsection '(B) of this Section, the City
covenants that all investments. of amounts deposited in any fund or account under this
Resolution, or ;otherwise containing gross ,proceeds of the Bonds. (under section 148 of the Tax
Code) shall be acquired; disposed of and valued (as of the date that valuation is required by
this Resolution or the Tax Code) at Fair Market Value.
•
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(B) Investments-in funds or-.accounts (or "portions' thereof) that. are. suUject to a yield
restriction under applicable provisions of the Tax Code; and (unless valuation is undertaken a t
least annually) investments in any reserve fund, shall be valued at their present value (within
the meaning of section 148 of the Tax Code).
Section 6.03: LIABILITY OF CITY. The City shall not incur any responsibility in respect
of the Bonds or°this Resolution other than in connection with..'the duties or obligations explicitly _
provided herein. or in the Bonds: The City shall not be liable fo any Owner in connection with
the performance of its duties hereunder, .except for its.. own negligence or willful default. The
City shall not be.bound to ascertain. or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements of the Agent- herein or of any of the documents
executed. by the Agent in connection with the .Bonds; or as to the existence of a default
thereunder. Under "this Resolution, the following shall. apply to the City:
(A) In the absence of bad faith, the City, including the Finance Director, may .
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein; upon: certificates or opinions furnished to the City and. conforming to the requirements
of this Resolution.. The City, including the Finance Director; "shall not be liable for .any error of
judgment, .made in good faith unless it shall be proved tha# it was negligent in ascertaining the
pertinent facts;
(.B) No provision of this Resolution shall require" the City to expend or risk its own
general funds or otherwise incur a. ny financial liability (other than with respect to the foreclosure
proceedings for delinquent Reassessments and the payment of fees and costs of the Agent) in
the performance of any of its obligations hereunder- or in the.. ,exercise of any of its .rights or
powers; if i#• shall- have reasonable• "grounds .for believing., that; repayment of such -funds or
• .adequate indemnity against. such risk or liability is not reasonably assured to it;
(C) The City may rely and shall be protected in acting or .refraining from acting upon
any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper
or .document believed by it to be genuine and to have been signed or presented by the proper .
party or proper parties. The City may consult with counsel, who may be the City Attorney,..
wth.xegard~ to legal questions, `and :the. opinion of such counsel !shall be full and complete;
authorization and protection in respect of any action taken or suffered by it hereunder in ;good
faith :and. in accordance. therewith;
(D) 'The City shall not be bound to recognize any person as the Owner of a .Bond
unless'duly"registered and until such Bond is submitted for inspection, if required, .and his title
thereto satisfactorily established, if disputed; and
(E). Whenever in the administration of .its duties under this Resolution the City shall
deem it necessary or desirable that a matfer,be proved or :established prior to taking. or suffering
any action hereunder, such matter (unless other evidence, in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on he part of the City,: Ue .deemed to be
conclusively proved and established by a certificate of the Agent or other expert retained by the
City for the purposes hereof,. and such certificate:Shallbe fullwarrant to the City for any action
taken or suffered under the provisions of this Resolution or any Supplemental Resolution upon
the .faith thereof; but'in 'its discretion the .City may, iii lieu thereof, accept other evidence of such
matter or may requre'such additional evidence as to it may"deem reasonable.
Section .6.04. EMPLOYMENT OF AGENTS BY. CITY.. In order to perform its duties
and obligations hereunder, the City may employ such persons gr entities as it deems necessary
• or advisable.- The City shall not be liable for any of the acts or omissions of such persons or
entities employed by it with reasonable care and in good faith hereunder, and shall be entitled
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to rely, and shall be: fully protected in:dong so; upon the opinions, calculations, determinations
and directions of such persons or entities.
• .
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ARTICLE'UII
MODIFICATION 'OR' A'MENDM`ENT
Section '7.01. AM'ENDMENTS' PERMITTED. This .Resolution and the rights and
obligations of the- City and of the Owners. of~the Bonds. may be modified or amended at any
time by a Supplemental Resolution pursuant. o the affirmative vote at a meeting of Owners, or
with the written consent without a meeting, of the Owners of at .least sixty percent.. (60%) in
aggregate principal amount of the Bonds then Outstanding,. exclusive of Bonds disqualified as
provided in Section 7.04. No such.modificatiorn or amendment hall (i) extend the maturity of
any Bond or reduce fhe interest. rate thereon, or otherwise. alter or .impair the oUligation of the
City to pay tfie principal of, and. the interest and any .premium on, any Bond, without the
express consent of the Owner°of sudi.Bond, or (ii) permit the creation by the City of any pledge
or lien upon the Reassessments superior to or on a pari6 with. the pledge and lien created for
the benefit of the, Bonds (except as otherwise permitted by the Act, this Resolution, the .laws of
the State of California), or reduce the ;percentage of Bonds:_required for the amendment hereof;
or to amend this Section 7.01.. Any such amendment. may not modify any of the. rights or -
oblgations of ,the `Agent without :its written consent. This Resolution and the rights and
obligations; of the City and of the. Owners may also be modified or. amended of any time. by a
Supplemental: Resolution; without. the consent of any Owners; only to the extent permitted, by
law and only.for any one or more of the-following purposes:
(A) to add to the covenants and agreements of'tle City in this Resolution contained,
other covenanfs and agreements thereafter to be observed, or to Timit or surrender any right or
power herein reserved to'or conferred upon the City;
(B) to make modifications:notadversely affecting any outstanding~series of Bonds. of
the City in :any ,material. respect; .
(C) to make such provisions for the purpose of curing. any ambiguity, or of ctu-nzg,
correcting: or supplementing any defective provision contained in this Resolution,. or in regard ',to
questions arising under this, Resolution; as the City may•deem~necessary or desirable and not
inconsistent~with~ this Resolution,~;and.which shall not adversely affect the. rights of the Owners
of fhe Bonds; or
{D) to make such additions, deletions or modifications as .may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds .
.Section. 7.02. OWNERS' MEETINGS. Tlie City may at any time call a meeting, of the
Owners. Ii-1 such event. the City is authorized to fix 'the time,and place of said meeting and to
provide for the ;giving of notice thereof and to fix and adopt rules and regulations for the
conduct of said ,meeting.
Section 7:03. PROCEDURE 'FOR. AMENDMENT WITH WRITTEN CONSENT OF
OWNERS. The City. may at: any time .adopt a Supplemental Resolution amending the
provisions of the Bonds: or of this Resolution or any Supplemental Resolution, to the extent that
such amendment is permitted liy Section 7.01 hereof, to -take. effect when and. as provided in
this Section '7.03. With respect to such Supplemental Resolution under this Section 7.03, the
following shall apply:
• (A) A copy of such Supplemental Resolution, together with a request to Owners for
their consent thereto, shall be mailed by first class mail, by the Finance Director to each Owner
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of Bonds Outstanding; but failure to mail copies of such Supplemental Resolution and request
• shall not affect the validity of the Supplemental Resolution when assented to as in this Section
provided;
(B) :Such SupplementaL.Resolution shall not become effective unless there shall be
filed with the .Agent the written consents of the Owners: of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding (exclusiv.e of Bonds' disqualified as
provided in Section 7.04) .and a .notice shall have. been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if accompanied Uy proof of ownership of
the Bonds for which such consent is given, which proof shall be such as is permitted by Section
8.04. Any such consent.shall be binding-upon 'the Owner of the Bonds giving such consent and
on any suUsequent Owner (whether or not such subsequent :Owner has notice thereof): unless
such consent is revoked in writing vy the Owner giving such ,consenf or a su}~sequent Owner by
filing such. revocation with the Agent prior to the date when the notice hereinafter in this Section
provided: for has Ueen mailed; and
(C) After the Owners of the required percentage of Bonds shall have filed their
consents to the Supplemental Resolution, the City shall mail a :notice to the Owners 'in the
manner.. hereinUefore provided in `this Section for the mailing of the .Supplemental Resolution,
stating in substance. that .the :Supplemental Resolution has been' consented to by the Owners of
the required,percentage of.Bonds and~will Ue effective: asprovided in this, Section Uut faiiure~.to
mail copies of said notice shall not affect the validity of the Supplemental Resolution or
consents: thereto). Proof of the mailing of such notice shall be filed with the Agent. A record,
consisting°of ahe papers required by .this Section 7.03 to Ue filed with the Agent, shall be proof
of the matters therein stated until. the contrary is proved. The Supplemental Resolution hall
become: effective upon. the filing with. the Agent of the proof of matters therein of such notice,
and the 'Supplemental Resolution shall Ue deemed. conclusively Uinding (except as otherwise
hereinabove specifically provided in this Article) upon the,Cityand the' Owners of all Bonds at
the expiration of sixty'(60) days after. such filing, except in the event of a final decree of a :court
of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for
such purpose. commenced within such sixty-day period. .
Section :704:-DISQ,LJALIFIED BONDS. Bonds. owned or held for the account of the
City;, excepting any pension or retirement fund, shall not he deemed Outstanding :for the
purpose. of any vote,' consent or other action or any calculation :of .Outstanding. Bonds provided.
for in this Article VII, and shallnotbe entitled to vote upon; consent to; or take any other action .
provided -for'in thin Article VII.
Seefion 7.05. EFFECT OF SUPPLEMENTAL RES,OLUTIbN. From and after the time
any Supplemental Resolution Uecomes effective pursuant to this.Article VII, this Resolution shall.
Ue deemed, fo be modified. and amended in accordance therewith, the respective -rights, duties
and oUligations under this Resolution of the City and all Owners of Bonds Outstanding shall
thereafter Ue determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms. and conditions of any such Supplemental
Resolution shall lie deemed to Ue .part of the terms and conditions of this Resolution for any and
all purposes.
Section 7.06: ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER
AMENDMENT. The City may determine that Bonds issued: and delivered .after the effective
date of any action. taken as provided in this Article VII shall bear a notation, Uy endorsement or
otherwise,. in form approved Uy the City, as to such action. In 'that case, upon request of the
Owner of any Bond Outstanding at such effective date and presentation of his Bond for that
• purpose at the Principal Office of the Agent or at such other office as the City may select and
designate for that purpose, a suitable notation shall Ue made. on such Bond. The City may
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determine that-new Bonds, so -modified as in the opinion of the City is necessary to conform to
such Owners' action, shall be prepared, executed and delivered. In that case, upon request of
' the Owner of any Bonds then Outstanding, such new Bonds shall'be exchanged at the Principal
Office of the Agent'withouf'cost to any Owner, for Bonds then, Outstanding, upon surrender of
such Bonds.
Section 7.07. AMENDATORY ENDORSEIVIENT OF BONDS. The provisions of this
Article VII. shall not prevent any Owner from accepting any amendment as to the particular
Bonds held-by such Owner, prodded that due notation thereof is made on such Bonds:
•
•
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ARTICLE VIII.
• MISCELLANEOUS
Section $:01. BENEFITS OF AGREEMENT. LIMITED 'TO PARITIES. Nothing in this
Resolution, expressed or implied, is :intended to give to any person other than- the City, the
Agent;and the Owners, any right, remedy or: claim under or by .reason of this Resolution. Any
covenants, stipulations, promises or agreements in this .Resolution contained by and on Uehalf
of the City shall be for the sole and. exclusive benefit of .the Owners and the- Agent.
Section'8:02. SUCCESS,OR.AND PREDECESSOR. Whenever in this Resolution or any
Supplemental Resolution either the City or the Agent is named or referred to, such reference
shall be deemed to include the successors or assigns thereof„ and all the covenants and
agreements in this Resolution eonfained by or on behalf of the City shall Uind :and inure #o the
benefit of the respective successors and assigns thereof whether so expressed ornot.
Section 8`.03. DISCIARGE' OF 'RESOLUTION. Suliject fo the provisions of Section
.2.03 hereof, if .the City shall. -pay and .discharge the- entire .indebtedness on all -Bonds
Outstanding,in any one or more of he following ways:
;(A) Uy paying or~causing-fo Ue paid the principal~of (including any Sinking. Fund.
Payments) and.. interest and any premium on all Bonds Outstanding, as and when the same
Ueeome due and payable;
(B) by .depositing with. the Agent, in trust, at or-before maturity;. money which,
together with the, amounts then on :deposit in the Redemption Fund is fully sufficient to pay all
Bonds Outstanding; including all principal, interest and any applicable redemption premiums,
or;
(C} by irrevocaUly depositing with the .Agent, in trust, cash. and Federal Securities .in '
such ~axnount as `,the City. ~ shall udetermine, . as. confirmed ~Uy an. independent, certified, puUlc
accountant, which will; together with the interestto.accrue•thereon~and moneys= then on deposit
iri the;~Redemp;tion.Fund Uefully~sufficent to pay and •discharge•the indebtedness. on:all Bonds,
including all principal; interest. and .any applicable redemption. premiums, at or before: their
respective maturity dates;
(D) if such Bonds are to Ue redeemed prior to the .maturity thereof notice of such
redemption shall Have Ueen given;as in this Resolutionprovided or provision satisfactory to, the
Agenf shall have been made for the. giving of such notice, then, at -the election of the City, aril
notwithstanding~that any Bonds, shall not have, been surrendered for payment; -the pledge. of the
Reassessments and other funds provided for' in this Resolution and alI other oUligations of the -
City under this :Resolution. with respect to all Bonds Outstanding: shall cease .and terminate,
except only the obligation. of the City to pay or cause to be paid'to the Owners of the Bonds not
so surrendered and paid all sums due thereon, the obligation of the City to assure that no action
is taken or failed to be °taken if such action or failure adversely affects .the exclusion of interest
on the Bonds frorn,gross~income for federal income tax purposes, and all amounts owing to the
Agent pursuant to` Section 7:05 Hereof; and thereafter Reassessments shall not be payable to the
Agent. Notice of such' election. shall be filed with the Agent. Any funds thereafter held Uy the
Agent upon payments of all fees and expenses of the Agent, which. are not required for said
purpose, shall Ue paid over to the City to Ue used by the City as provided in the Act and the
Bond Law.
-30-
Section 8.04. EXECUTION, OF DOCUMENTS .AND PROOF OF OWNERSHIP. Any
• request, declaration or other instrument which this Resolution may require or permit to be
executed by Owners.may be in one or more ins rurnents of similar tenor, and shall be executed
by Owners in. person or by their attorneys appointed' 1 writing. Except as otherwise herein
expressly provided,. the fact and da#e of the execution by .any Owner or his attorney- of such
request, declaration or other instrument; or of such .writing appointing such attorney, may be
proved by the certificate of any notary public. or other officer authorized to take
acknowledgments of deeds to he recorded in the state. u1 which he purports to act, that the
person signing such request; declaration or other instrument or writing acknowledged to -him the-
execution (hereof, or by an affidavit of a witness of such :execution, duly sworn to before, such
notary public or other officer. The .ownership of registered -bonds and the amount, maturity,
number and date of holding the same shall be proved Uy the registry books. Any consent,
request, declaration or other irstrument or writing, of the then registered Owner of any Bond
shall liind' all.future Owners of such:Bond in respect of anything done or suffered to be done by
the City or the Agent in good faith and in accordance'therewith.
Section 8.05. WAIVER OF .PERSONAL LIABILITY. No member, officer, agent or
employee of the City shall be individually or personally liable fore the payment of the principal-
of, or°interest or any premium on; they Bonds;~butnothing herein contained. shall relieve. anysuch
member, :officer; -agent or employee from the'performance of,any. official duty..provided bylaw.
Secfi'on:.8:06. NOTICES; A-ND ~=DEMANDS. ~ Any notice: or demand :which. ~by.:any
provision of his Resolution is required or permitted to be given ~ or served by .the Agent to or on
the City maybe given or served by Ueing deposited postage prepaid in a post office letter box
addressed (until another address,is filed by the City:with the Agent) as follows:
• Attention:. Finance Director
CITY OF PETALUMA
P'.O. Box 61
Petaluma, CA 94953
Section 8:07. PARTIAL INVALIDITY. If.~'any Section; paragraph,. sentence, ,clause :or
phrase of =ths~Resolutionahall.for--any„reason~.be held 'illegal or,;unenforceable,~auch.~holdingalial
not affect -.the u;alid~ity of:~the_,remainirig,,portions of "this. -Resolution. - :The City `hereby declares G
that it would have adopted ~ this Resolution and- each and, every other: Section,; paragraph;
sentence, clause ors phrase hereof and, authorized the issue of ~ the Bonds pursuant thereto
irrespective-of the fact that.any,oneormor~ Sections,.paragraphs, sentences, clauses, or phrases
of -this Resolution may be held illegal, invalid or unenforceable.
Section 8.08. UNCLAIMED MONEYS. Anything contained herein to the contrary,
no withstanding; any moneys held by the Finance Director in trust for the payment and
discharge of%fhe principal of, and the interest and any premium on, the Bonds which remains
unclaimed. for' -two (2) years after the date when payments of principal, interest and any
premium have become payable, shall be repaid by the Finance Director to the City as its
absolute°property°free from any trust,, and the Finance Director shall. thereupon. be released and
discharged with respect thereto and the Bond Owners shall 'look only to the City for the
payment of the principal of, and' interest and any premium on, such Bonds.
Section: 8.09. APPLICABLE LAW. This Resolution shall lie governed by and enforced in
accordance with the laws. of he State of California .applicable to contracts made and
performed in the State of California.
-31-
Section 8.10, CONFLICT WITH ACT. In the: event. of a :conflict between any provision
• of this Resolution' with any provision of the Aet, the' provision of the Act shall prevail over the
conflicting provision of this Resolution.
Section 8".1'1. CONCLUSIVE' EVIDENCE' OF REGULARITY; VALIDITY. Bonds
issued pursuant "to this Resolution sha1T constitute conclusive evidence of the .regularity of all
proceedings: under the Act relative to their -issuance and the: levy of the Reassessments. The
validity of the authorization and. issuance of the fonds shall, not be dependent upon the
completion "and/or acquisition of the Project or any part thereof or the performance by any
person. or such person`s obligation(s) with respect to the Project.
Section 8.12. PAYIVIENT ON BUSINESS DAY. In. any case where the date. of the
maturity of. interest: or of principal,. (-and premium, if any) of the Bonds or the date fixed for
redernption..of .any Bonds or the date any .action is to be taken pursuant to this Resolution is '
other than a Business Day, the payment of interest or principal, including Sinking Fund
Payments, "(and. any redemption premium) or the action need' not be made on such date Uuf may
be made on the nexf succeeding d'ay w:hieh is a Business Day with. the same .force and effect as
if made on the date required and no additional interest shall accrue .from such Interest Payment
Date until such `Business Day.
.Section .8.13'. R~EP,EAL OF INCONSISTENT RESOIUTIO1vS.. Any resolution of~the
Council;, and any°part of.such.resolution, inconsistent with'this Resolution, is hereby "repealedtto
the extent of such inconsistency_
;Section :8.14. AUTHORITY: OF FINANCE DIRECTOR. All actions mandated by this
Resolution to be~performed bytlie Finance Director may be performed by the designee thereof, or
• such other official of the City or independent contractor, consultant or trustee duly authorized
by the City toy perform.such action or actions in furtherance of~ all or a specific portion' of the.
requirements hereof.
:Section 8.15. CERTIFIED COPIES.. The Clerk. shall cause: to be furnished a certified
copy of this resolution to" the: Finance Director, to the Agent; and;'to the Auditor of. the County.
Section 8.16. EFFECTIVE' .DATE OF THE RESOLi7TION.. This Resolution shall
become effeetiv.e upon the date;of:its adoption.
-32-
EXHIBIT A
• CITY OF_ PETALJMA
Assessment District IVa. 23,:Redwood Business Park
.(Reassessment and Refunding of 2001)
TERMS AND CONDITIONS
The following #erms and conditions shall. Ue part of the within Resolution Authorizing
the Issuance of:Refunding Bonds (the "Resolution of Issuance") as if set forth in the text thereof:
Principal Amount:- Under ..Section 2.01, the actual. aggregate principal amount of the
Bonds is $ and the Bond Date is , 2001.
The first Interest Payment Date is 2, 2001.
Principal Maturities and Interest: Under Section 2.02 the maturities and rates of
interest of the: Bonds are as .follows:
Maturity Date Principal Interest Maturity Date Principal Interest
(September 2) Amount($) Rate % (September 2) Amount($) Rate
•
Bond Redemption: iJnder Section 2.03, the Redemption provisions are as follows: Three
percerTti~m (3%) of the principal amount being redeemed.
Funds:
- Deposit to Funds: Under Section 4.01 and on the Closing Date, .only 'the
#ollowing amount will be deposited:
$ from Bond Proceeds to the Costs of Issuance Fund;
$ from Bond Proceeds to the. Escrow Fund;
$ from the Prior Bonds' reserve .fund to the Escrow Fund; and
$ from the Prior Bonds' redemption fund to the Escrow Fund.
After the receipt by the City of the April 10, 2001, tax roll collections for the Prior
Bonds from the County; the Finance Director shall deposit from such collecfions to the
• Reserve Fund. $ and any Valance to the Redemption Fund.
EXHIBIT A
Page 1
. EXHIB`I-T B'
FORM OF'BOND
United States of America
S ate .of California
County of Sonoma
County of. Registered Registered
Number A-
LIMITED OBLIGATION
REFUNDING '.IMPROVEM'E'NT'-BOND
CITY OF PETALUMA
Assessment District No. 23, Redwood Business Park 3
(Reassessment and Refunding- of 2001)
Series 2001-A
INTEREST RATE MATURITY DATE DATED DATE CIJSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS***
Under and by virtue of thee. Refunding Act of 1984 for 1915_. Improvement Act Bonds of,
Division 11.5 (commencing with Section.9500) of the,.Streets and Highways Code (the "Act"),
the City of ,Petaluma.. (the- City). Coumy of Sonoma, State. of California, will, out of the
redemption :fund 'for the payment. of the bond's issued upon- the unpaid portion of
• reassessments made for the acquisition, work and improvements more fully described. in
proceedings fiaken_pursuant to Resolution of Intention No. ;99-:157 adopted by the City Council.
of the. City on 2001,. pay to the .registered owner named above or registered
assigns; on the maturity date ..stated above; the ,principal amount stated. above, in lawful money
of the United States of America and in like manner will pay interest at the., rate per :annum
stated above, payable semiannually on March 2 and. September 2 (each an "Interest Payment
Date") in each -year commencing. on 2, 2001.
This Bond- bears interest from the interest. payment date next preceding its date of
authentication and registration. unless it is authenticated and registered (i) prior to an Interest
Payment Date and after the. close of business of the fifteen day preceding such Interest Payment
Date,. in which event it shall bear interest from such Interest `Payment Date, or (ii) prior to the
close of business on the fifteenth day of the calendar month preceding September .2, ~ 2000,. in
which event it shall bear interest; from ifs date, until payment of such principal sum shall have..
been di`selarged. For the ..period during which Depository Trust Company of .New York; New
York, ("DTC") or any successor depository, is the registered owner of this bond, principal,
redemption premiums; if any, and interest shall be paid by the City to DTC, or such successor
depository, by wire transfer; provided thatprincipal and :redemption premiums, if any, shall be
paid upon surrender to the City:, at the corporate trust office of Bank of New York, Western
Trust Company, as Authentication Agent, Registrar, Transfer and Paying Agent (the "Agent"),
in San Francisco, .California, of .matured bonds or bonds called for redemption prior to
maturity. As to any registered owner hereof other than DTC or successor depository, the
- principal and redemp ion. premiums, if any, shall be payable at the office of the Agent specified
above and interest shall be paid by check, draft or warrant mailed to DTC, or any successor
depository, or in the event of termination of the book-entry system, to the registered owner
• hereof at the registered owner's address as it appears on the records of the Agent, or at such
address as may have been filed with -the Agent, for that purpose, as of the fifteenth day of the
EXHIBIT B
Page 1
calendar month immediately preceding each Interest Pay-inept Date; provided however, upon
request in writing of an Owner of $1,Ob0;000 or more in aggregate principal amount. of Bonds,
such request having Ueen made before fifteen .days preceding an Interest Payment Date; such
interest shall be paid. on: such Interest :Payment Date by wire transfer in immediately available
funds to an account. in the continental United States :designated by such Owner to the Agent.
This Uond will .continue. to bear interest after maturity at the rate above stated; provided
it is presented 'at maturity .and payment thereof is refused upon the sole ground that there are
not sufficient moneys in sad,redemption fund withwhieh fo pay same. If it is not presented at
maturity; interest thereon will. run until maturity.
This bond shall not be entaled to any Ueneff under the Act and the Resolution,
Authorizing of Issuance of Refunding .Bonds (the "Resolution of Issuance") or become valid or
obligatory for 'a_ny purpose, unt'1 'the .certificate of authentication and registration hereon
endorsed shall have: been dated arid; signed by the Agent.
This bond. is one of several annual series of bonds of like date, tenor, and .effect, Uut
differing 'inamounts; maturities ,and, -interest .rates, issued.. Uy the City under the Act and; the
Resolution of Issuance for the purpose. of providing means for: paying for the., reassessment
bonds described in the proceedings,. and is ecured by the moneys in the:.redemption fund and' •
Uy the unpaid portion of .assessments :made for the- payment •of those .improvements; and,
including'principal and interest, is payaUle exclusively.out of the. redemption fund.
This bond is transferable by the registered owner hereof, in person or Uy the owner's
attorney diil authorized in writing, at the office of 'the Agent, subject to the.. terms acid
conditions provided in' the Resolution of Issuance, including the payment of certain charges; if
any, upon surrender and cancellation of. this Uond. Upon. transfer, a new registered bond or
bonds, of any authorized denomination or denominations;. of the same maturity, and for the
same aggregate principal amounts will Ue issued to the transferee~ir? exchange therefor.
Bonds shall be registered 'only in the name of an .individual (including joint owners), a
corpora#ion, a partnership, or a -trust.
.Neither the City nor the Agent. shall Ue required ao .exchange. or to register the transfer of
Uonds duringthe 15 days immediately precedingany Interest Payment Date.
The City and the Agent may treat the registered owner hereof as the absolute owner for
all purposes, and 'the City and the: Agent shall not lie affected'Uy any notice to the contrary.
This Bond or any portion of it in the amount of five thousand dollars ($5;000),. or any
integral multple:,thereof, may 'Ue redeemed and paid in advance of maturity upon. the any
Interest Payment Da#e in, any year by giving; at least' 30 days'• notice by registered or certified
mail or personal service to fhe registered owner hereof at the registered. owner.'s .address as it
appears on the registration Uooks of the• Agent and by paying principal and accrued interest
together with a~premium of three percentiim (3%) of the principal redeemed.
This Bond is a ,Limited Obligation Refunding ,Improvement Bond because, under the
Resolution of :Issuance, the. City is not obligated to advance funds from the City treasury to
cover any deficiency which may occur in the redemption fund for the Uonds; however, the City
is not prevented;: in its sole discretion, from so advancing funds.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company, a New York. corporation ("DTC"), to the Agent for registration of transfer, exchange,
or payment, and any`Bond issued is registered in the name of Cede & Co. or in such other name
EXHIBIT B
Pnge 2
as is requested by an authorized representative of DTC' (and any payment is made to Cede
• Co. or to such. other entity as is requested Uy an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER ,USE HEREOF- FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered .owner hereof, Cede & Co., has an
interest herein.
•
EXHIBIT B
Pnge 3
IN WITNESS WHEREOF, the City of Petaluma `has caused this Uond to be signed in
facsimile Uy the Finance Director of he City and Uy' its City Clerk, and has cause its corporate
• seal to Ue reproduced in facsimile hereon all as of . _ day of
2001.
CITY OF PETALUMA
Finance Director. City Clerk
[SEAL]
•
EXHIBIT B
Pnge 4
CERTIFICATE OF AUTHENTICATION.AIVD REGISTRATION
This is one of the bonds described in the"witlun;mentioned-Resolution of Issuance.
Dated: , 2001
BANK OF .NEW YORK, WESTERN TRUST
COMPANY,
as AgerTt
By:
Authorized Officer
•
EXHIBIT B
Page 5
ABBREVIATIONS`
The following, abbreviations, when used.in the .inscription on the face of this Uond, shall
be construed as though they were written out. in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants Uy the entireties.
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Gust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional aUUreviafons may also Ue used though not in the above list
ASSIGNMENT
For value received, the undersigned do(es).hereby sell, assign and transfer unto
(Name, Address and Tax'Identification or Social' Security NumUer of Assignee)
the within mentioned Bond and hereby irrevoeaUly constitute(s) and appoint(s) .
attorney, to transfer the same on the registration Uooks of the Agent, with full
power of substitution. in the premises.
Dated:.
Signature Guaranteed:
NOTICE: The signature(s) on this
assignment. must correspond. with ;the
name(s) as written on the face of, the
. registered .Bond in every particular. without
alteration or enlargement or any change
• whatsoever.
EXHIBIT B
Page 6
.i;
EA'~'g'ACITNTENT V
DRAFT' REASSESSMENT REPOR'T' F.®R~ASSESSNTENT DIS'T'RIC'g' NO. 23
(T~I)WOOD RLTSINESS PARK
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-
Assessment District loo. 23
Redvv®®d business Park 3)
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City of Petaluma
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1 May 7 , 2001
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REASSESSMENT REPORT
Division 11..5, California Streets ~ Highways Code
OITY OF PETALUIUTA
Assessment District No. 23, Redwood Business Park 3
(Reassessment and Refunding of 2001)
ITEM PAGE
1. Reassessment ............................................................................................................1
2. Engineer's Cost Estimate ..........................................................................................4
3. Reassessment Roll 5
4. Names and Addresses of Property Owners 6'
5. Auditor's Record for Prior Bonds 7
p 8
• 6. Pro osed Auditor's Record for Refunding Bonds
7. Method of Reassessment 9
8. Annua{ Administrative Assessment .............................................................12
9. Certifications .............................................................................................................13
10. Reassessment Diagram ...................................................................................Attch'd
City of Petaluma 05/07/01
Assessment District IVo. 23, Redwood Business Park 3 Page ~
(Reassessment and Refunding of 2001) Reassessment Report
REASSESSiVIENT
WHEREAS, on , 2001, the City Council of the City of Petaluma (the "City"), County of
Sonoma (the "County"), State of California, pursuant to the provisions of the Refunding Act of 1984 for
1915 Improvement Act Bonds (the "Act"), adopted its Resolution of Intention No. for the
reassessment of the real property within the boundaries of the City's Assessment District.No. 23,
Redwood Business Park 3 (Reassessment and Refunding of 2001) and for the refunding of the
outstanding balance of the City's previously issued $3,600,000 Limited Obligation Improvement
Bonds, Assessment District No. 23, Redwood Business Park, Series 1995-A, dated December 20, 1995
(the "Prior Bonds"), and to pay the costs of such reassessment and refunding;
WHEREAS, the Resolution of Intention directed the undersigned to make and file a report
presenting:
(i) a schedule setting forth the unpaid principal and interest of the Prior Bonds to be refunded and
the total amounts thereof; '
(ii) the total estimated principal amount of the reassessment and of the refunding bonds and the
.maximum interest thereon, together with an estimate of the cost of the reassessment and of
issuing the refunding bonds;
(iii) the auditor's record showing the schedule of principal installments and interest on Prior Bonds
and the total amounts thereof;
(iv) the estimated amount of each reassessment, identified by reassessment number corresponding
to the reassessment number of the reassessment diagram, together with a proposed auditor's
record for the reassessment; and
(v) a reassessment diagram showing the assessment district and the boundaries and dimensions of
the subdivisions of land within the district. Each subdivision, including each separate
condominium interest as defined in Section 783 of the Civil Code, shall be given a separate
number upon the diagram to which Resolution reference is hereby made for further particulars;
i .
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City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page 2'
• (Reassessment and Refunding of 2001) Reassessment Report
IVOdi/ THEREFORE, the undersigned, by virtue of the power vested in me under the Act and the
order of the Council of the City, hereby make the following reassessment to cover the refunding of the
Prior Bonds and expenses incidental thereto.
The amount to be paid for the refunding, together with the expenses.incidental thereto, and the
reassessment balance are as follows:
SUMMARY COST ESTIMATE
As Confirmed As Modified
Preliminarily And After
Approved Adopted Recordation
COSTS $3,644,748
• CREDITS $ 452,343
BALANCE TO -
REASSESSMENT $3,192,405
I do hereby reassess and apportion the portion of the total amount of the cost and expenses of the
reassessment and refunding upon the several lots, pieces or parcels or portions of lots or subdivisions of
land liable therefor and benefited thereby, and hereinafter numbered to correspond with the numbers
upon the attached diagram, upon each, severally and respectively, in accordance with the benefits to be
received by such subdivisions, respectively, from the acquisitions and improvements, and more
particularly set forth in the list hereto attached and by reference made a part hereof.
As required by the Act, a diagram is hereto attached showing the reassessment district and also the
boundaries and dimension of the respective subdivisions of land within said reassessment district as the
same existed at the time of the passage of the Resolution of Intention, each of which subdivisions
having been given a separate number upon said diagram.
•
C:\petaluma AD 23\Reassess Report l.doc ~ .
City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page s
(Reassessment and Refunding of 2001) Reassessment Report
•
The reassessment is made upon the several subdivisions of land within the assessment district in
proportion to the unpaid principal amount of the original assessment recorded as a lien against each of
such subdivisions land. The diagram and reassessment numbers appearing herein correspond to the
numbers appearing on such diagram, to which reference is hereby made for a more particular
description of the property.
Each subdivision of land reassessed is described in the reassessment list by reference to its parcel
number as shown on the Assessor's Maps of the County for the fiscal year 2001-2002 and includes all of
such parcel. For a more particular description of said property, reference is hereby made to the deeds
and maps on file and of record in the office of the County Recorder of the County.
Notice is hereby given that serial and/or term refunding bonds (the "Refunding Bonds") to represent
unpaid reassessments and bear interest at the rate of not to exceed twelve percent (12%) per annum, or
such higher rate of interest as may be authorized by applicable law at the time of sale of such bonds,
will be issued hereunder in the manner provided by the Act, and the last installment of such refunding
bonds shall mature not to exceed eighteen (18) years from the second day of September next succeeding
twelve (12) months from their date.
Dated As of , 2001. _
By: .
HARRIS & ASSOCIATES
Mary Grace Dawson
Engineer of Work
RCE 004573
•
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City of Petaluma ~ 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page a
(Reassessment and Refunding of 2001) Reassessment Report
ENGINEER'S COST ESTIMATE
Prior Bonds Redemption Date: September 2, 2001
Refunding Bonds Dated Date: , 2001
Refunding Bonds Closing Date: , 2001
.For Prior Bonds
Cost of Escrow Securities $3,408,548
For Refunding Bonds
Underwriting Discount (1.5 $47,910
Reserve Fund (3.5%) $111,790
Financial Advisor - $22,500
Bond Counsel $30,000
Fiscal Agent $4,000
i Engineering Fees $6,750
CPA Verification Fee $2,000
Other Costs (City Admin/Legal) $11,250
Contingency $1,595
TOTAL REFUNDING EXPENSES $3,646,343
REFUNDING CREDITS
Prior Bonds Reserve Fund $249,528
Prior Bonds Redemption Fund $202,81 5
Prior Bonds Improvement Fund. $0
Interest Earnings on Escrow $0
Other Credits
TOTAL REFUNDING CREDITS $452,343
BALANCE TO REASSESSINENT $3,1.94,000
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City of Petaluma 05/07!01
Assessment District No. 23, Redwood Business Park 3 Page 5
(Reassessment and Refunding of 2001) Reassessment Report
REASSESSIIAENT .ROLL
The Reassessment roll includes a Reassessment Number and the Assessor's Parcel Number as found on
the secured Assessment Roll of the County of Sonoma, for Fiscal Year 2000/01. The Roll also shows
the reassessment levied on each parcel. The Roll is found below.
(1) (2) (3)
As As As
Reassessment Assessor's Percent of Preliminarily Confirmed an Changed an
fVo. Parcel No. Acrea a Reassessment A roved Recorded Modified
1 047-550-004 3.07 8.90% $284,266.00
2 047-550-005 2.88 7.36% $235,078.40
3 047-550-007 2.66 9.23% $294,806.20
4 047-550-015 3.88 12.60% $402,444.00
5 047-550-017 5.35 17.31% $552,881.40
6 047-550-022 9.44 30.63% $978,322.20 .
• 7 047-550-023 3.02 9.81 % $313,331.40
8 047-550-024 1.28 4.16% $132 870.40
•
C:\petaluma AD 23\Reassess Report l.doc .
City of Petaluma 05/07/01
Assessment District fVo. 23, Redwood Business Park 3 Page s
• (Reassessment and Refunding of 2001) Reassessment Report
NAMES AND ADDRESSES OF PROPERTY 011VNERS
The names and addresses of property owners at the time of this reassessment are shown in the table
below.
Reassessment Assessor's Owner's Name Owner's Address
No. Parcel
Number
1 047-055-004 Savoy Corporation 2720 Taylor Street Suite 450
San Francisco, CA 94133
2 047-055-005 Savoy Corporation 2720 Taylor Street Suite 450
San Francisco, CA 94133
3 047-055-007 G& W Copley Redwood Business 1318 Redwood Way Suite 140
Park Petaluma, CA 94952
4 047-055-015 G& W Copley Redwood Business 1318 Redwood Way Suite 140
.Park ~ Petaluma, CA 94952
5 047-055-017 G& W Copley Redwood Business 1318 Redwood Way Suite 140
Park Petaluma, CA 94952
6 047-055-022 99 AF Petaluma LLC 15601 Dallas Parkway Suite 525
Dallas, TX 75001
7 047-055-023 G& W Copley Redwood Business 1318 Redwood Way Suite 140
Park Petaluma, CA 94952
8 047-055-024 G& W Copley F2edwood Business 1318 Redwood Way Suite 140
Park Petaluma, CA 94952
C:\petaluma AD 23\Reassess Report l.doc
- City of Petaluma 05/07/01
Assessment District IVo..23, Redwood Business Park 3 Page 7
(Reassessment and Refunding of 2001) Reassessment Report
AUDITOR'S RECORDS FOR PRIOR.BONDS
DATE PRINCIPAL RATE INTEREST ANNUAL TOTAL_
2-Sep-01 90,000 5.75 1 11,815.00 201,815.00
2-Mar-02 109,227.50
2-Sep-02 95,000 6.00 109,227.50 313,455.00
2-Mar-03 106,377.50
2-Sep-03 100,000 6.15 106,377.50 312,755.00
2-Mar-04 103,302.50
2-Sep-04 105,000 6.30 103,302.50 31 1;605.00
2-Mar-05 99,995.00
2-Sep-05 115,000 6.40 99,995.00 314,990.00
2-Mar-06 96,315.00
2-Sep-06 120,000 6.50 96,315.00 312,630.00
2-Mar-07 92,415.00
2-Sep-07 130,000 ~ 6.60 92,415.00 314,830.00
2-Mar-08 88,125.00
2-Sep-08 135,000 6.70 88,125.00 31 1 ,250.00
2-Mar-09 83,602.50
2-Sep-09 145,000 ~ 6.80 83,602.50 312,205.00
2-Mar-10 78,672.50
2-Sep-10 155,000 6.90 78,672.50 312,345.00
2-Mar-11 73,325.00
2-Sep-1 1 165,000 7.00 73,325.00 311,650.00
2-Mar-12 67,550.00
2-Sep-12 175,000 7.00 67,550.00 ' 310,100.00
2-Mar-13 61 ,425.00
2-Sep-13 190,000 7.00 61,425.00 312,850..00
2-Mar-14 54,775.00
2-Sep-14 200,000 7.00 54,775.00 309,550.00
2-Mar-15 47,775.00
2-Sep-15 215,000 7.00 47,775.00 310,550.00
2-Mar-16 40,250.00
2-Sep-16 230,000 7.00 40,250.00 310,500.00
2-Mar-17 32,200.00
2-Sep-17 245,000 7.00 32,200.00 309,400.00
2-Mar-18 23.,625.00
2-Sep-18 260,000 7.00 23,625.00 307,250.00
2-Mar-19 14,525.00
2-Sep-19 280,000 7.00 14,525.00 309,050.00
2-Mar-20 4,725.00
• 2=S~-20 a,____13051000_______7.00____ 4J725e00___ 144,45000_
3,285,000 2,668,230.00 5,953,230.00
C:\petaluma AD 23\Reassess Report l.doc
City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page s
• (Reassessment and Refunding of 2001) Reassessment Report
PROPOSED AUDITOR'S RECORD FOR REFUNDING BONDS
DATE PRINCIPAL_~_ RATE__~___ INTEREST_o_ ANNUAL TOTAL
2-Sep-01 0.00
2-Mar-02 127,930.08 .
2-Sep-02 79,000 4.25 86,245.00 293,175.08
2-Mar-03 84,566.25
2-Sep-03 115,000 4.45 84,566.25 284,132.50
. 2-Mar-04 82,007.50
2-Sep-04 120,000 4.60 82,007.50 284,015.00
2-Mar-05 79,247.50
2-Sep-05 130,000 4.70 79,247.50 288,495.00
2-Mar-06 76,192.50
2-Sep-06 135,000 4.80 76,192.50 287,385.00
2-Mar-07 72,952.50
2-Sep-07 145,000 4.90 72,952.50 290,905.00 - -
2-Mar-08 69,400.00
2-Sep-08 145,000 5.00 69,400.00 283,800.00
2-Mar-09 65,775.00
2-Sep-09 155,000 5.10 65,775.00 286,550:00
2-Mar-10 61,822.50 '
2-Sep-10 160,000 5.20 - 61,822.50 283,645.00
2-Mar-11 57,662.50
2-Sep-11 170,000 5.30 57,662.50 285.,325.00
2-Mar-12 53,157.50
2-Sep-12 175,000 5.40 53,157.50 _ 281,315.00
2-Mar-13 48,432.50
2-Sep-13 190,000 5.50 48,432.50 286,865.00
2-Mar-14 43,207.50
2-Sep-14 195,000 5.60 43,207.50 281,415.00
2-Mar-15 37,747.50
2-Sep-15 210,000 5.70 37,747.50 285,495.00
2-Mar-16 31,762.50
2-Sep-16 220,000 5.80 31,762.50 283,525.00
2-Mar-17 25,382.50
2-Sep-17 235,000 5.90 25,382.50 285,765.00
2-Mar-18 18,450.00
2-Sep-18 245,000 6.00 18,450.00 281,900.00
2-Mar=19 11,100.00
2-Sep-19 260,000 6.00 11,100.00 282,200..00
2-Mar-20 3,300.00
• 2_Sep_20 110J000 6.00 ____31300.00 ___1161_600.00
3,194,000 2,058,507.58 5,252,507.58
C:\petaluma AD 23\Reassess Report l.doc
City of Petaluma 05/07/01
Assessment District fVo. 23, Redwood Business Park 3 Page s
• (Reassessment and Refunding of 2001) Reassessment Report
METHOD OF REASSESSMENT
PROJECT OVERVIEW
Assessment District No. 23, Redwood Business Park 3 -Phases 1 and 2 was formed by the City
Council of the City of Petaluma in November 1995. The District was formed to finance the construction
and acquisition of public improvements that can generally be described as:
Extension and improvements of North McDowell Blvd. to serve as access to the property within the
District
Construction of a bridge on North McDowell Blvd. over Willow Brook Creek, again to provide
access to the property within the District
Construction of a portion of the road and bridge improvements on Old Redwood Highway adjacent .
to the District, including the replacement of the Old Redwood Highway Bridge over Willow Brook
• Creek
Construction of utility improvements including storm drainage, water and gas, underground
telephone, electrical and cable TV to serve the property within the District
Widen of Willow Brook Creek between Old Redwood Highway and U.S. Route 101 to provide
adequate drainage and flood protection for the property within the District
Payment for permits, licenses and the construction of all auxiliary work necessary to complete the
improvements.
The City issued $3,600,000 of improvement bonds under the Improvement Bond Act of 191.5 to finance
the construction and acquisition. This refunding provides for better interest rates and terms on the
outstanding debt.
APPORTIONMENT FORMULA
Method for Allocating Costs to the Assessment District
All costs associated with these reassessment proceedings are allocated to the Assessment District. This
• includes original planning, design, construction and financing costs and the costs associated with this
C:\petaluma AD 23\Reassess Report l.doc _
City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page ~o
• (Reassessment and Refunding of 2001) Reassessment Report
refunding. The constructed facilities provide special benefit to the property in the District in the form of
access, utility and drainage service and satisfaction of development conditions. These benefits are not
experienced in by property outside of the District. The refunding provides special benefit to the
property in the District by reducing the overall debt service cost associated with the assessment bonds.
This benefit is not experienced by property outside of the District.
Method for Allocating Costs within the Assessment District
The amount of the reassessment shall be apportioned to the parcels in the District in the same manner as
the assessment was originally levied by the City Council. of the City of Petaluma in its proceedings for
the Prior Bond. This method, as described in the Amended Engineer's Report Assessment District No.
23 Redwood Business Park 3, (the Amended Engineer's Report) dated November 6 1995 is as follows:
METHOD OF SPREAD
• RED WOOD B USINESS PARK 3 -PHASE 1 AND 2
CITY OF PETAL UMA, SONOMA COUNTY, CALIFORNIA
Assessment District No. 23 has a total assessment of $3, 600, 000. This amount has been split between
the parcels on a modified square footage basis as follows:
Parcel No. Acreage % of Total Area % of Total Assessment
PARCEL (1) 5.35 16.95% 17.31
PARCEL (2) 3.88 12.30% 12.60%
PARCEL (3) 3.07 9.72% 8.90%
PARCEL (4) 2.88 9.13% 7.36%
PARCEL (S) 3.61 11.44% 11.73%
PARCEL (6) 6.41 20.29% 20.82%
PARCEL (7) 3.71 11.76% 12.05%
PARCEL (8) 2.66 8.41 % 9.23%
TOTAL 31.57 100% 100%
C:\petaluma AD 23\Reassess Report l.doc
City of Petaluma 05/07/01 -
Assessment District No. 23, Redwood Business Park 3 Page
• (Reassessment and Refunding of 2001) Reassessment Report
Since the formation of the original Assessment District, the parcels have been renumbered and
reconfigured several times. The Table below outlines the Reassessment Number, current Assessor's
Parcel Number and reassessment percentage and equates these to the Parcel Number, Acreage and
percent of assessment as described in the Amended Engineer's Report. Neither the percentage or total
dollar value of assessment for any parcel is increased as a result of these refunding proceedings.
Current Sonoma County Assessor's Data
Reassessment Assessor's % of Total Original Assessment
No. Parcel No. Acreage Reassessment No,
1 047-550-004 3.07 8.90% 3
2 047-550-005 2.88 7.36% 4
3 047-550-007 2.66 9.23% 8
4 047-550-015 3.88 12.60% 2--. .
5 047-550-017 5.35 17.31 % 1
6 047-550-022 _ 9.44 30.63% 5, 7(por.)
7 047-550-023 3.02 9.81 % 5,6,7 (por.)
8 047-550-024 1.28 4.16% 6(por.)
C:\petaluma AD 23\Reassess Report l.doc
City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Park 3 Page 12
• (Reassessment and Refunding of 2001) Reassessment Report
ANRIU~?L ADNiIIdISTRATIVE ASSESSI~EIVT
An annual administrative assessment shall be levied on each parcel of land or subdivision of land within
the Assessment District. The administrative assessment will pay for necessary costs and expenses
incurred by the City of Petaluma, and not otherwise reimbursed, resulting from the administration and
collection of assessments and/or from the administration or registration of any bonds and reserve or
other related funds. This maximum assessment hereinafter set forth is authorized pursuant to the
provisions of Section 10204(f) of the Streets and Highways Code and the said maximum annual
assessment shall not exceed $8,8001evied on each assessed parcel prorata to its reassessment amount.
C:\petaluma AD 23\Reassess Report l.doc
City of Petaluma 05/07/01
Assessment District No. 23, Redwood Business Parka Page ~s
(Reassessment and Refunding of 2001) Reassessment Report
•
CERTII=(CATIONS
1. I, the City Clerk of the City of Petaluma, hereby certify that the foregoing Reassessment with the
diagram thereto attached, was filed with me on , 2001.
Beverly Kline, City Clerk
City ofPetaluma, California
2. I, the City Clerk of the City of Petaluma, California, hereby certify that. this Reassessments, with
Diagram attached, were confirmed and adopted by the City Council of said . City on
2001.
Beverly Kline, City Clerk
• City of Petaluma, California
3. I, the Director of Public Facilities and Services/Superintendent of Streets of the City of Petaluma,
County of Sonoma, California, hereby certify that this Reassessment, together with the diagram thereto
attached, was recorded in my office on , 2001.
Rick Skladzien, Director of Public Facilities &
Services/Superintendent of Streets
City of Petaluma, California
4. A Notice of Reassessment was recorded and the Reassessment Diagram was filed in the office of the
County Recorder of the County of Sonoma, California, on , 2001
• Beverly Kline, City Clerk
City of Petaluma, California
C:\petaluma AD 23\Reassess Report l.doc
APPENDIX C'
~ FORM OF~
CONTIlVLJING DISCLOSURE CERTIFICATE
This. Continuing: Disclosure Certificate (this "Disclosure Certificate") is executed, and
delivered,'by the City of Petaluma .,(the "City") in connection with. the issuance of its $
aggregate principal amount of Limited Obligation Refunding Improvement Bonds, City of
Petaluma, Assessment District No. 23', .Redwood Business Park 3 .(Reassessment and Refunding
of 2001) Series 2001-A (the- "Bonds'). The Bonds are being issued pursuant to a Resolution
adopted. by the City Council of_ the City of Petaluma on , 2001 (the: ''Resolution').
The City covenants and agrees: as follows:
'Section 1..Purpose of the Disclosure Certificate. This Disclosure Certificate is; 1?eing
executed and delivered by the City for the benefit of the holders:.and beneficial owners of the.
Bonds and,in order•to. assist the Participating Underwriters' iri complying with S.E.C. Rule 15c2-
12(b) (5).
.Section 2: Definitions. The following capitalized terms shall have the following
meanings:,
"Annual Report" shall mean any Annual Report provided by the City pursuant to; and as
described in, Sections 3'and 4 of this Disclosure Certificate.
"Dissemination Agent" shall mean.' the City, or any successor Dissemination Agent°
designated in writing by the City and which has filed with the City a written acceptance of
such designation. '
"Listed. Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Cer.tifieate.
"National Repositortf' shall mean any Nationally Recognized. Municipal Securities
' Information. Repository for purposes. of the Rule.
'"Participa#ing Underzurite~'' shall mean any of the 'original underwriters of the fonds .
required to comply with the Rule in connection with offering of the Bonds.
"Repositon~' shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from
time fo time.
"State Repositon~' shall mean any public or private repository or entity designated by the
State of, California as a state repository ':for. 'the purpose of the Rule and recognized by the
Securities and Exchange Commission. As of the date;of`.thereof, there is no State Repository.
•
C-1 .
Seafion 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemiriatiori Agent to, not later than March 31 of
every year commencing March 31, 2002, with the report for the 2000-2001 Fiscal Year, provide
to each Repository an Annual Report which. is consistent with the requirements of Section 4 of
this ,Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the City
shall provide the Annual Report. to 'the Dissemination Agent (if other than the City). The
AnnualReport may be submitted as a single document or. as separate documents comprising a
package,. and may cross-reference other information as provided in Section 4 of this Disclosure
Certificate; provided that the audited .financial statements of the City may be submitted
separately from the. balance of the Annual Report, and later than the date required above for
the filing:of the Annual Report~if not available by that date. .
(b) 'If the City is unable to ;provide to the Repositories an;:Annual Report by the date
required in subsection (a), the City hall send a notice to the 1Vlunicipal Securities' Rulemaking
Board in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual
Report the name and address of each National Repository and. each State
Repository, if.any; and
(ii) if the .Dissemination .Agent is other than the City, file. a .report with
the City°certifying that the .Annual Report has .been provided pursuant. tq' this
:Disclosure Certificate, stating the date it was. provided and listing all the
Repostories'to which itwas provided.
Section 4. ,Content. of Annual :Reports. The City's Annual. Report shah .contain or
.incorporate ,by reference thefollowing information regamding the City of Petaluma, Assessment
District No. 23, Redwood Business Park 3 (the "District").
(a) .The following. additional items with respect: to the Bonds and property in
the District:.
L Principal amount of Bonds outstanding.
2. Balance in the Bonds debt service reserve fund and a statement of the `
reserve requirement.
3. Total assessed value of all parcels subject to the annual reassessment
levy and the current year's assessed value for the District.
4. The delinquency cafe .in the payment of assessments for the most
recent fiscal year.
• 5. Concer--Wing delinquent parcels,;
G2
• number of parcels delinquent in payment of assessments,
• amount of total delinquencyand,
a whether the City has fulfilled its covenants to pursue foreclosure
proceedings upon delinquent properties.
6. Identity of any delinquent tax payer obligated for more than 10.% of
the: annual assessment levy and:
• assessed value of applicable properties;. and
• summary of results of foreclosure sales; if available.
7. For eael.parcel in the District securing more than five percent (5%) of
the annual asse§sment levy for the~year to which the report relates (or
for any individual owner owning in. the aggregate parcels securing
more than five percent (5%) of the assessment levy for the fiscal.. year
to which the report relates)' the following from the most recently
available ;County assessor's roll: name of owner, .apn number or
numbers, assessed value (broken ou. f by land, improvements and
total) and' the share of the percentage the assessment levy for the year
to which the report relates.
(b) Audited Financial ;Statements of the City prepared in accordance with
generally accepted. accounting principles as promulgated to apply to governmental
entities from time to time by the .Governmental Accounting Standards Board. If the
City's.audited financial statements :are not available by the time the Annual. Report is
required. to be filed pursuant to, Section 3(a), the Annual. Report shall contain unaudited
financial statements in a. format similar to the financial statements contained in thee. final
Official. Statement, and. the audited financial statements: shall be filed in the same:
manner as the Annual Report when they become available.
THE_ CITY'S A_ NNUAL FINANCIAL STATEMENT IS PROVIDED SOLELY TO
COMPLY WLTH THE SECURITIES EXCHANGE COMMISSION STAFF'S
INTERPRETATION 'OF RULE 15C2-12. NO FUNDS OR` ASSETS OF THE, ClTY OE
PALO ALTO (OTHER THAN THE PROCEEDS OF THE REASSESSMENTS LEVIED
FOR THE DISTRICT AND SECURING THE BONDS) ARE REQUIRED TO BE USED TO
PAY DEBT SERVIC$ ON 'THE BONDS AND THE- CITY IS NOT OBLIGATED' TO
ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO COVER ANY
DELINQUENCIES. INVESTORS SHQUL:D NOT .RELY ON THE FINANCIAL.
CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL
THE BONDS:
.Any or all of the ,items listed above may be included' by specific reference to other
documents, including official statements of debt issues of the City or related. public entities,
which have been submitted to each.. of the .Repositories or the 'Securities and Exchange
Commission. If .the. document included by reference is a :final. official statement, it must be
available from they IVlunicipal Securities Rulemaking. Board.. The City shall clearly identify each
such other document so included;by reference.
•
C-3
Any or all of the items listed above may be •included by specific reference to other
• documents, including... official statements of debt issues of the City or related public entities,
which have been submitted to each of the Repositories or ,the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the 1Vlunicpal Securities Rulemaking Board. The City shall clearly identify each
such other document so included byreference.
Section.5. Reporting of Si~ificant Events.
(a) Pursuant to the provisions of this Section 5, the City shall, give, or cause to be :given,
notice of the occurrence of any of the following events with re"spect fo the Bonds;.if material:
(1) Principal and.interest payment delinquencies.
(2) Non-paymentrelated defaults:
(3) Unscheduled draws on debt service reserves reflecting
.financial difficulties.
{4) Unscheduled draws on credit. enhancements reflecting
financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure
to perform.
(6) .Adverse tax opinuons or events affecting the tax-exempt
status of the security.
(7) Modifications ,to rights of security holders.
(8) Bond calls.
t (9) Defeasances.
• (10) Release; substitution, or sale. of property securing repayment
• of the securities.
(11) Rating changes.
• (b) 'Whenever the- City obtains knowledge of the .:occurrence of a Listed Event, the City
shall as soon as possible determine- if such event would be material under applicable .federal
securities law.
(c) If the City determines that knowledge of the .occurrence of a Listed Event would. be
nnateriafi under applicable federal securities law, the. City shall promptly file a notice of such.
occurrence with the :Municipal Securities Rulernaking' Board ;and each State Repositpry:.
Notwithstanding the foregoing, notice of Listed Events described in subsections. (a),(8) and (9)
need not. be given. under .this subsection any earlier than the notice (if any) of the underlying
event°is given to holders of affected Bonds pursuant to the Resolution.
Section. 6. Termination of. Reporting Obligation. The City's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds.
Section 7. Dissemination .Agent:. The. City rnay, from. time. to time, appoint or engage a
Dissemination Agent to assist if in carrying. out its obligations under this Disclosure Certificate,
• and may discharge any such Agent, with or without appointing a successor Dissemination
Agent: The initial Dissemination Agent shall be the City..
C-4
• Section 8. Amendment; Waiver. .Notwithstanding any other provision of this
Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of: this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) the amendment or waiver, if itrelates to annual or event information~to be provided,
is made in connection with a change in circumstances that arises .from a change in legal
requirements, change in law, or change in the identity,'nature; or status of the City, or type of
business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied .with the requirements of the
Rule at the time of the primary offering of the Bonds, after taking into account any amendments
or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver (i). is approved. by .holders of the 'Bonds in the.
manner provided in the Resolution for amendments to the. Resolution with the consent of
holders; or :(ii) does not,. in the opinion of nationally :recognized. bond counsel, materially
impair the interests~of holders.
Section. 9. Additional, Information. Nothing in this Disclosure Certificate shall be
deemed fo prevent the City from disseminating :any other information, using the .means of
dissemination,set forth in this Disclosure Certificate or .any other`means of ;communication, or
• including any other information in any Annual :Report. or notice of occurrence of a Listed: Event,
in addition to that which is required by this Disclosure Certificate. If the City chooses to
include any information. in zany .Annual Report or :notice. ofoccurrence of a .Listed Event in
. addition. to that which is specifically required by this Disclosure Certificate, the City shall have
no obligation under this Agreement to update such information or include it' in any future - r
Annual Report or°notice of occurrence of a Listed Event.
Section 10. Default. :In he event of a. failure of'the City to comply with any provision of
this Disclosure Certificate any Yiolder or beneficial owner of the Bonds may take such: actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order; to cause the City to comply with .its obligations under this Disclosure .Certificate. A
default under this Disclosure Certificate shall not be deemed: an Event of Default. under the
Resolution, and the sole remedy under this Disclosure Certificate .in -the event: of ..any .failure. of
the City to comply with this. Disclosure Certificate shall be an action to compel performance:
Section 11.. Duties, Immunities and. Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth, in this Disclosure
Certificate, and the City agrees to indemnify and save the .Dissemination. Agent,, its officers,
directors, employees. and agents; harmless against any loss, expense and liabilities'whieh.it may
incur arising. qut of or in the exercise. or performance of its powers .and duties hereunder,
including the costs and expenses' (including attorneys .fees) of defending against any claim of
liability, but excluding liabilities. due.. to fhe~ Dissemination Agent's negligence or willful
misconduct. The obligations of the City :under this-Section.ahall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
G5
Section 12. ,Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating, Underwriters and holders and beneficial
owners, from time to time, of the Bonds, and shall create no rights in any other person or entity.
Date: , 2001
CITY OF PETALUMA
sy
Assistant City Manager
•
C-6
EXHIBIT A
NOTICE OF FAILURE TO FILE. ANNUAL. REPORT
Name of Issuer: City of Petaluma
Name of Bond Issue: $ aggregate principal amount of Limited Obligation Refunding
Improvement Bonds, City of Petaluma,. Assessment District No. 23,
Redwood Business Park 3 (Reassessment and Refunding of 2001) Series
2001-A
Date of`Issuance: , 2001
NOTICE IS :HEREBY GIVEN that the City has not provided an Annual Report. with
respect to the above-named Bonds as required by the Resolution, adopted , 2001,
by and between the City of Petaluma and Bank of New York, Western Trust Company, San.
Francisco; California, as paying agent.. The City anticipates that the Annual Report will be filed
by
Dated:,
CITY OF PETALUMA
By
c-~
APPENDIX D
•
CITY OF PETALUMA GENERAL INFORMATION
•
D-1
ATTACI~NIENT VII
~12A,F'I' OF BOND PiJ12CI~ASE AG'EIVIEN'~
26091-OS JH: DTF 5/8/01
CITY OF P•ETAI.UMA, CAI;IFOItNIA ,
LIIVIITED',OBLIGATION REFUNI)IN,G IM'PROVEIVIENT BONDS
Assessment District No. 23, Redwood Business~Park 3
(Iteassessinent and Refunding of 2001), Series 2001-A
PiJRCHASE CONTRAC'T'
2001
• City Council .
City of P;etalurna
11 English St.
Petaluma,: CA ;94952
Dear Membcrs'of the City Council:
' LLC (the "Lnderwriter") ' ,g n _ - ry g . y ,
• IBIS Securities, ,actor not as fiducia or a ent for ou • but.on. .
behalf of~itself, .offers to enter mto'this .Purchase Contract- with ;the Cifiy of Petaluma, California: -
• (the;, ".City"), which. upon acceptance will. be binding upon. the City and, upon the Underwriter.. ` ,
This offer is made subject•.to the City's acceptance by the execution.of this Purchase Contract. and
its:delivery to he LTnd'erwrter at or .before 1.1:59 pm., local time; on , 20.01,, and, if •
not'; ao accepted will be subject to withdrawal by the Underwriter upon notice delivered. to the
City at any:•time prior to, the acceptance hereof by the City.
• 1. Purchase, Sale and Delivery of the Bonds. • ~ '
. (a); ~S.ubj;ect to the terms and conditions and- in reliance upon the .representations,,
' . warranties` anddagreements herein set forth; 'the Underwriter hereby agrees to purchase from the .
City; and. the 'City hereby `agrees to sell to the Underwriter, .all '(but not. le"ss than all) of
$ of the City's :Limited Obligation Refunding Improvement Bonds; City of
Petaluma, Assessmerit;,Distrct No. 23, Redwood:Business Park 3 (Reassessment and Refunding
of 2001) Series .2001-A (the. "Bonds"), dated 2001.,. bearing: interest. from said date
(payable~on March 2; and September 2 in each year commencing on.March 2, 2001) at such rates
. per annum :and •maturng on such; dates and. in such .amounts Fas set. forth in Exhibit A hereto. The
Bonds shall be substantially in the form described in, shall ;be 'issued upon satisfaction of the
contingencies set forth in, shall be secured under the. provisions of, and shall. be payable and
subject to redemption as provided ,in A Resolution of `the :City Council of the City of Petaluma
Authorizing .Issuance of Limited Obligation Refunding, Improvement Bonds, " adopted
2001 (the. ~"Resolution"), the Official. Statement-dated , ;2001, relating to
1
26091-05 JH: DTF 3/8/01
the Bonds (the "Official Statement") and the Refunding Act of Y~984 for 191.5' Act .Improvement
Bonds, constituting Division 1:1.5 of the Streets and: Highways Code of the State of California.
{the "Act"). '
(b) By its acceptance of this proposal, the 'City approves the Official~,Statemerit and the
Preliminary Offical Statement dated _ 20b1 (the "Preliminary Official
Statement"). The City deems the Preliminary'Official Statement to be "final" as, of its date for
purposes of Rule l.Sc2-12 promulgated'pursuarit to the Securitie's Exchange Act of 1934.("Rule
.
1Sc2-12"). The .Underwriter agrees to fide, if required, a copy of the, Official Statement with a
nationally recognized municipal securities information repository.and to advise the City as to the
location. and time of ,such filing. The'. City hereby .authorizes the Underwriter to use: and
distribute, in connection with they offer and sale of the B.orids, the Official .Statement, the
Resolufiori, this:Purchase Contract-arid all information contained herein, and.all other documents,
- certificates and tatements furnished, by the City to the Underwriter in connection with the
transactions contemplated by thin Purchase Contract..
{c) Ori the basis of the representations and warranties; and subject to the terms and
conditions set forth°'herein; the Gify agrees to sell, 'and the Underwriter agrees to purchase at the
Cl'osing• Time and at the Closing Date (as hereafter defined), .all (but not less than all) of the
$ aggregate .principal amount of Bonds at a purchase price of
$ (consisting. of the principal. amount of the Bonds; less an Underwriter's discount-
of plus accrued interest from the date of the: Bonds to the date of Closing. Payment
- for the: Bonds shall be ~made;in same• day'furids by a.-wire transfer of those funds at the offices of
the City; or some ,other mutually agreeable: place at ten o'clock a.m. prevailing tune on
200,:1':,. or, at such other date, time and place agreed upon by appropriate. officers of,
the City and the..Underwriter against delivery of the Bonds to the Underwriter: The date of such
,payment. and: delivery is Herein called he "Closing Date" and the hour .and date of such delivery
and :payment is herein.. called he "Closing Time". The Bonds will be delivered in fully .registered
form, bearing: CLTSIP ,numbers ,(provided, neither the printing of a wrong number nor' the failure.
to print a,numher shall constitute cause to refuse delivery of-any Bond. -
2, Representations,. Warranties and Agreements of the-City. The City represents.-and
warrants to and .agrees with the~Uriderwriter that:
('a) The .City is duly =organized. and validly .existing • as a charter city' under the
Constitution and laws of the :State of California. ~arid has, and at the Closing Date will have, full
• legal right, power aril authority O to enter .into this Purchase Contract, (ii) 'to issue, sell and
delver'the. Bonds to the Underwriter as provided herein, and (iii) to carry out, give effect to and
• .consummate the transactions contemplated. by this Purchase Contract, the Resolution, the •
Official Statement-and 'any City resolutions or' agreements referred to therein. •
(b,) 'The City has complied and will at the .Closing Date be in compliance, in all material
respects, with the Resolution,'the Act, and allother :.applicable laws and the agreements referred
to in subsection (a) hereof.
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. 26091-05 7H:DTF 5/8/01
(c) The City las,~.orprior to the Closing Date,,:will have; .duly and validly: (i) adopted the
• Resolution and ':approved acid .authorized. the execution and delivery of the Bonds, -this Purchase
Contract, the Official. Statement and any other applicable ;agree"meats; and (ii) authorized and
approved the pe'rforrrance by the City of its obligations contained in, and the taking. of any and
• all. action as may ;be; necessary to -carry out, .give effect 'to and consummate the transactions
contemplated by, each ;of said documents; and at the Closing Date (assuming, due authorization;
execution. and delivery by the respective other parties thereto, where necessary) the Bond`s, the.
- Resolution,this Purchase Contract, 'and :any other applicable agreements will constitute the valid;.
legal and binding' obligations of the City,,, enforceable .in accordance with their respective terms;
subject to, bankruptcy, insolvency and other laws affecting the enforcement of creditor"s' rights in
general and to the application of ;equitable principles if equitable remedies are sought:
(d) The City is not, •aad at the Closing wild not be; in any respect material uto the
transactions referred to herein or cgnternplated hereby, in breach ~of or default under any law` or
administrative rule or regulatiomof .the State of California, ahe United States of.America,; or .of`
any depart'
,merit;. division, agency or instrumentality of either thereof, or any applicable court or
administrative decree or order, or' any loan agreement, note,; resolution, indenture, contract;
agreement or otherinstrument to which the City is a party or is otherwise subject or bound; and
the ad9pton of the Resolution; and the. execution and delivery of the Bonds, this Purchase
'Contract, any .other applicable agreements and the. other instruments contemplated by:any of such
documents ~fo which the City is a party, and compliance. with the provisions of each thereof, will
not,.. in,any respect material to the. transactions referred to herein. or contemplated hereby, conflict
with or constitute abreach- of or default° under any applicable law oi- administrative rule or
regulation of the State of California, .the United. States. of America, .or of .any .department,
.division;. agency or instrumentality of either thereof, or nay applicable court or admmistrative
decree or-order-or any; loan agreement, note, resolution, ndenture;.contract, agreement or other
iastrurrient to which the City'is a party or is otherwise `subject or bound.
(e) ,All. approvals, .consents; authorizations; elections arid. orders of or filings; or
- :registrations w_itl aiiy governmental authority, board,, agency or commission having. jurisdiction
which would constitute .a, condition precedent to, or the absence of which would materially .
adversely ,affect; the ,performance by the City of its .obligations hereunder and; under the
. ,
_ -Resolution,. the..Bonds and an_y other applicable agreements have Been obtained and are in full .
force and,effect.
(f) The Bonds, -the' Resolution,: and other applicable agreements conform as to ~forni and' _
tenor to the descriptions ~thereo°f contained is .the Official Statement; aad the Bonds, when
delivered. to and paid for by the Underwriter on the Closing Date as ,provided herein, will be
validly'issued.and outstanding and entitled to all the benefits and security of the Resolution. .
• (g) The special reassessments. (referred to. herein as the: "assessments") referred to in the
Official Statement have been dul and': lawfizl~ly levied under and ,pursuant to the Municipal
Improvement Act of 1913, as-amended (the "19`13:,Act"); and such assessments constitute valid
and legally binding liens on -the properties one whch;they have. been levied, all as described in the
• Official'. Statement. .
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l
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26091-OS JH:DTF ~ 5/8/01
(h) Except as disclosed in the Official .Statement,: there are no outstanding assessment
liens against .any of the properties within the. City of Petaluma,. Assessment. District No_ 23,
• ~ Redwood .Business Park 3 (they "Assessment District.':'), .which .are senior to the assessment liens
referred to in paragraph (g) above.
(i) The Official Statement is, .and' as of the Closing Date will be, true, correct and:
complete in all~material respects; and, the Official. Statement.does not, and as of the Closing Date
will not; contain any untrue statement of a material .fact or omit to state a material fact required
to be stated therein .or necessary 'to make the statements therein, in' light of the circumstances
under which they were-made, not~msleading.
(j), During; the period'commencng on-the date hereof aril .ending on the date 90 days
following the; Closing Date, if aiiy event shall occur of which the City has knowledge and as a
result of which- it may be necessary to supplement the Off
vial Statement. in order to make the
statements therein, in light of the circumstances existing at~ such time, not misleading, the -City
shall forthwith notify the Urid'erwriter thereof and, if in. the :reasonable opinion of the
Underwriter such .event requires: an amendment or .supplement to the Official Statement,. the City
will, at no expense to the Underwriter amend' or supplement the Official Statement in a form and
manner jointly approved by the City and the Underwriter: The. City's obligation pursuant, to-this
section (j.)shall terminate' on 'the. earlier of (i) ninety days from the end of the "underwriting
period", as defined, in Rule- 15c2'-12, or (ii) the time when the Official Statement is available to
any person from a nationally .recognized municipal securities information .repository,. but in 'no
case less than twenty five days following the end of the underwriting period.
(k) The Resolution creates; a valid pledge of, lien;upon and. security interest in"the unpaid.
assessments in the Assessment District and the interest thereon and the moneys in all. funds. and:
accounts established;pursuant to the Resolution, including the investments thereof, subject. in .all'
cases to the provisions of the' Resolution .permitting the application thereof for the purposes and. `
on the terms and conditions set forth .therein.
(1) To the best knowledge of the City after diligent inquiry, no action, suit,. proceeding, .
inquiry or .investigation, at law-or, in ~ equity, before or by any court; regulatory agency, or public ,
board or body' (except for actions filed by .or on behalf of `t1e.City) is pending or threatened, in'
.any way affecting °the existence .of :the City or the titles of its officers 'to their respective, off ces,, ~ .
or seeking .to ;restrain or to en~o>n he ,issuance, sale or delivery of the Bonds, the application of
the proceeds thereof in accordance with the Resolution, the collection or application of
assessments pl'edged' or to be pledged to pay the principal of and interest on the Bonds, or the
pledge `thereof; ~or in any way contesting or affecting the validity or enforceability of the
assessments, the Bonds., the Resolution, any other applicable agreements, this Purchase Contract,
or any action, of the City contemplated by any of said documents, or in any way contesting the
completeness or accuracy of the .Official. Statement.or the powers of the City or its authority with
respect to the Bonds, the Resolution, any other applicable agreements, this Purchase Contract or
any action. of the City contemplated by any of said documents, or in any way seeking to enjoin or
restrain the :City from acquiring.. fee title to the land within the.Assessment District, or which
would adversely affect the exclusion from gross income for purposes of federal income taxes of
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' 2b09T=05 JH:DTF 5/8/01
interest paid on the Bonds or the exemption of interest. on'the Bonds .from California personal
income taxation; nor to the best knowledge. of the City, is there any basis therefore,
(m) The City will furnish such information, executesuch instruments and take such.other
action in cooperation Awith the Underwriter as the Underwriter. may reasonably',request to qualify
the Bonds for offerand sale under the "Blue Sky" or`. other securities.laws and regulations of such
:states and other jurisdictions of the United States as the Underwriter may .designate; provided; .
however; that°`the City shall not be:required to consent to service of process outside of California.
(n) Any certificate signed. by'any official :of the City authorized to do so shall be deemed
' axepresentatibn and' warranty by'the C"ty to the Underwriter as to the statements made therein.
(o) The City will apply the proceeds of he Bonds. to the `defeasance of the Prior Bonds
•(as defined in'the..Official. Statement), in accordance with the'Resoluton and all other applicable
documents and has described in the Official Statement. •
' - (p) The City will not. invest or otherwise: use proceeds of-the Bonds in'any manner which
would cause thee. Bonds to be considered arbitrage bonds within. the meaning of Section 148 of
the :Internal Revenue :Code 'of 1:986, ,as amended.
(q) Tle. City will give reasonable notice' to the Underwriter .prior to its approval of aiy
reapportionment of ariy assessment- so .as to provide: the Underwriter with an gpportunity to
advise the City whether and. to what extent such reapportibnrnent would result in a:reduction in -
the security for .the-Bonds provided by the unpaid assessment.
('r) The,City will, at the TJnderwriter's .request, take any action reasonably necessary to .
assure .or maintain the exclusion from gross :income. for purposes of federal income. taxation of
interest' on the Bonds and will not take any action, or permit any .action to be taken with• respect
to which it may exercise control,, which would:result in the loss of that exclusion, -
_ ' (s) The City shall provide to the Underwater; no later than. seven (7) business days -after
the date of this. Purchase Contract; 'but in any event in sufficient time to accompany any
confirmation sent liy the Underwriter to a purchaser of the Bonds, .sufficient copies of the
• Official, Statement o satisfy the i7riderwriter's .obligation'under Rule '15c2-12 with respect ao the
distribution of the Official Statement; provided that 'the, City sfiall not be required to provide
more.than 400 copies of the Official Statement. .
(t) Unless otherwise .notified in writing by the Underwriter on. or prior to the Closing
Date, the Underwriter can assume -that. the "end of the underwriting -period" for the Bonds for all
purposes of Rule 1S,c2-1.2 is the. Closing Date.. In the event such. notice is given in writing. by the
Underwriter,. the Underwriter agrees to .notify, the City in writing :following the occurrence of the
"end of theunderwritngperiod" asdefned in,Rule•~15c2-12 for the Bonds.
3. Conditions to ahe ;Obligations of` the Underwriter. The obligations of the
Underwriter to accept delivery of and pay for-the Bonds on the Cl'osingDate shall be subject, at
the option of the Underwriter, to the accuracy in all material' respects of the representations and
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. .
:26091-OS ~ JH:DTF 5/8/01
warranties on the`part 'of ,the City contained herein, as~ of the date hereof and as of the Closing
Date; to the accuracy in all.materal respects of the statements ofthe officers and other officials
- ~ . of the City, as well, as of the; other individuals referred;to herein„ made in any certificates or other
documents furnished pursuant to the provisions hereof; to the: performance by the City of its
obligations to be performed hereunder at or'prior to the Closing Date; and to the following
additional conditions: ~ -
(a) At -the Closing .Date, the Resolution,, and. any other applicable agreements; shall be in.
:full force and effect,'and shall not have been amended; modified or supplemented, .except as may
. have been taken in connection therewith, with the issuance of the -Bonds and with the
transactions ,contemplated fihereby and by this Purchase: Contract, all such actions as, in the
opinion: of Bond, Counsel, shall b'e necessary and appropriate;
;(b) At:. the Closng° Date; the Official Statement •shah be in a form and substance
satisfactory to~'the Underwriter;
(e) At the Closing Date, assessments shall not b'e delinquent on properties within the
Assessment IDstrict except as speeifically approved in writing by the Underwriter, or as shown
in the Offica'1,Statement; .
(d) Between the: d'ate~hereof and the Closing Date,. the :market price or :marketability of
the Bonds (at the yields set; forth in Exhibit A) shall not have~been materially adversely affected;;
in the j,udgmerit of the Underwriter (evidenced by a written :notice to the .City terminating.. the
obligation of the 'nderwriter to accept delivery of and pay :for ;the .Bonds), by reason of any, of`
- the following:
,(i) .legislation introduced in or enacted by the Congress or recomrriended ~fo the
Congress `by the .President of the United States.,. the . Ueparhnent of the Treasury; the
Internal Revenue Service; gr any member of Congress, or.favorably reported for;passage
to either ,House of Congress by any committee of such House to which. such legislation
_ .has been referred for- consideration, or a decision :rendered. by a court esta>?lshed under
Article ,III of the Constitution. of the United States :of America or by the Tax Court of the .
United States of America; or an order, ruling, regulation (final, temporary or proposed);
press release or' other 'form of notice issued or made by or on behalf of the Treasury ,
Department. of the iJnited, States ;of America. or the: ;Internal Revenue Service, with the
.
. purpose or effect, directly or indirectly;. of imposing, federal income taxation up_on,'such.
interest :as would be~received by any owner:of a Bond;
(ii) legislation introduced in or enacted. (or resolution. passed) by the Congress or
an order; decree or injunction. issued. by any court of competent jurisdiction; or an order,
ruling, regulation (final, temporary :or proposed), press release or other form of notice
issued or made by oron behalf of the Securities and Exchange Commission, or any other
governmental. agency having jurisdiction of the subject matter, to the effect that
obligations of the general- character of the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the
• Securities Act of 193:3, as amended, or that the Resolution is not exempt from
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n
26091-05 ~ .JH:DTF 5/8/0]
qualificatign under or other requirements of the Trusti'Indenture Act of 193:9, as amended;
or that the issuance,, offering. or sale of obligations of the ,general :character of he .Bonds,
including any or all underlying.arrangements;,,as contemplated hereby or by the Official
Stateriient .or otherwise is or~ would 'lie iri, violation of the federal securities laws as
amended and then in effect; ~ ~ =
_ (iii) ..a ~ general suspension .of trading °in securities on the New York. Stock
- •Exchange or the American Stock .Exchange'; the establishment of minimum prices on
either such exchange, the establisliinent ofmaterial restrictions (not in force~.as of the date
hereof) -upon. trading m securities generally by any governmental authority' or any
national securities exchange; a general banking moratorium declared. by fede"ral; State of
New York or State of California officials authorized to do so, or a war or- other national
. calamity; '
(iv) ;the withdrawal or downgrading of any ratngof any securities of the City by a
national rating agency;
' (v) any amendment to the federal or California Constitution or .action by any,
- =federal dr California court, legislative body, regulatory, body or other authority materially
adversely affecting the tax: status of the City, its property, income, securities (or'nterest
thereon), the validity or enforceability of the assessment;
. (vi) the New' York Stock Exchange or other national securities exchange. or :any .
• governmental authority, 5ha11 'impose, as to the Bonds or obligations of lie general
character of`the Bonds, any.material restrictions not now in force, or increase.materally
those ,now in-~ force; with respect to the extension of. credit by; or the charge ~to the net.
capital requirements of, underwriters;
.(vii) any-event occurring; or information becoming known which, in :the judgment.
of the Underwriter, makes untrue in any .material respect any statement or-;information..
contained in the,'Official .Statement, or'has the effect that the Official'Stateinent'contains _
any untrue statement of material..fact or omits to state. a material fact required to be atated. -
therein or, necessary to m_ake~'the statement`s therein, in .the light of the circumstances,
under which they were`made, not misleading; or
(viii)' general political, economic and market conditions, in the, sole judgment of '
the Underwriter, shall .not be .satisfactory to permit -the sale of the Bonds.
(e) At~ or :prior .to the Closing Date, the Underwriter shall have received the following
documents, in each case satisfactory in form and ,substance to the Underwriter; provided,
however;... that, the delivery of any such closing document may be waived, by the Underwriter;
provided, however, that. the execution of the Receipt for. Bonds by the Underwriter operates as a
waiver of all deficiencies in the delivery of the .closing, documents 'set forth in this sub-paragraph
_ (e) of
this Purchase Contract:
26091'-OS JH:DTF 5/8/Od
(i) ~ •the Official. Statement, executed on `behalf of the City by an authorized
member of ,ibs City Council, or such other official. as may be approved by the
Underwriter;
(ii) the Resolution, together with certificates of an Authorized Officer of the City
(as such term is defined in 'the resolution),. dated as of the Closing Date;. to the effect that
they are true, correct and complete. copies of the ones duly adopted by -the City and that
' they have not been amended, modified or rescinded- (except as may have been agreed to
by the~Underwriterj and are 'in full force and effect as of the: Closing Date;
.(iii) an unqualif ed opinion of Jones Hall, A Professional Law Corporation, Bond
Counsel, dated the Closng• Date, .to the', effect that (A) the Bonds, are the valid, legal,
binding obligations of the City; (B) the 'interest. on the,-Bonds is excluded .from gross
income for purposes of federal income taxes; is riot a .specific preference item for
purposes of federal individual and corporate alternative minimum taxes, "and_(.C) the
:interest on the Bonds is exempt from personal income taxes of the State of California; all
as provided in 'the Official' Statement, together' with an unqualified opinion of Bond
Counsel, dated the Closing _Date and addressed to the Underwriter; to the effect that such
opinion may be relied upon'by' the Underwriter to the same• extent as if such opinion was
• addressed to it;
.(iv) an opinion, dated•the :Closing Date and addressed fo the Underwriter, of Bond,
Counsel to. the effect that (1) this Purchase Contract `has been duly authorized, executed "
and' delivered by the City, and~assumng due. authorization, 'execution and delivery by the
Undei'vuriter, constitutes a legal„ valid and binding agreement of the City,, enforceable in
accordance with its terms;, subject to bankruptcy, insolvency and other laws:affecting the
enforcement. of creditors' rights in general and except as such enforceability may lie
limited by the application of equitable principles if equifalile remedies are sought; (2.)
the Bonds are .not subject to thexegistration requirements of the S`eeurities "Act of 1933„ as
"amended,. and'the.Resoluton is exempt from qualification-under the TrustIndenture,A~t.
of 1939, as amended; (3). the Bonds and the. Resolution. conform as to form _and. tenor tq
the descnptibns thereof contained in the Off vial Statement;. and the staternenfs .contained
in the.,Official Statement:on-the cover and under the captions "INTROIDUCTION", "THE' • '
BONDS", "SECURITY F9R THE BONDS", "SPECIAL RISK FACTORS", "LEGAL
MATTERS", insofar as such statements purport to summarize certain provisions of the
Act; the'Bonds; the Resolution, and other applicable laws and agreements, present. a 'fair
and accurate summary of `such provisions;. (4) the Resolution 'and the Bond's constitute
legal, vald• and binding agreements of the City enforceable in .accordance with their
terms :except as such enforceability may bey limited by bankruptcy, insolvency and other
laws affecting the enforcement of creditors' rights in general and the application of
• equitable principles if equitable remedies are sought; (5) the Resolution creates a valid
pledge of, lien upon and, security interest 'in thee. proceeds of the Bonds, the unpaid
assessments in the Assessment District and the `interest thereon, and the moneys in all
funds and. accounts established pursuant fo 'the Resolution;:. including the investments
thereof, subject in all cases.. fo the provisions of "the Resolution permitting the application
• thereof for the purposes and on~ the `terms and conditions set forth therein; (6) the
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"26091`-.05 JH:pTF 5/8/01
assessments in the: Assessment District have been duly and„ lawfully levied under and.
pursuant to the 191'3 Act' and ".constitute valid, and legally b"finding liens on the respective
.,properties on which ;they were. levied; and based upon. the information provided to such
counsel 'in the course of their participation in the preparafiori of the Official Statement
• "arid (except as provided above) without having undertaken. to determine independently
. the accuracy or completeness of the ataternents contained, in the. Off eial Statement, such
counsel have no reason.to believe that"the ,Offi'cial Statement (except for the financial•and
statistical- "data included therein and assumptions with respect thereto, as to which no view
need be expressed) as, of ;the date of the .Official Sfateinent .omifted, or as of the Closing-
. Date omits; to state any material: fact required to be ,stated. therein or necessary to make
the statements therein, in light of the circumstances; under which they were made, not
. ' . misleading;
' (v) an,opinion, .dated. the Closing Date and addressed `to the"Underwriter, of Jones "
Hall, A Professional Law .Corporation, disclosure counsel to the City, to the effect that;
based upon the informaton.made available to them in the course oftheir participation iri
"the preparation of the; Official Statement as disclosure. counsel to the City. and without.
Having undertaken. to determine independently or assuming any responsibility ~ for the '
accuracy, completeness or fairness of the statements contained in the Official .Statement, -
such counsel does .not believe. that the Offrcial Statement, as of its date and "as "of the
Closing,Da'te; contains any untrue statement of a material fact or omits to stafe:`.a,material
fact -req"wired to be stated::therein or necessary to make the statements therein, in the : iglu.
of ,the"creumstances under. which they were made; :not misleading .(except tha.
t no opinion.
or belief.-need be expressed. as to .any appendices .arid any other financial acid statistical '
,data contained in the OfficialStatement); and such memoranda of .said .firms,. or of other
counsel' specif ed by the Underwriter; as to "Blue 'Sky" matters as the Underwriter may
reasonably require;. ~ ~ `
~(v) •a certificate, dated' the ..Closing Date- and signed by an authorized officer~of the
City to the effect that, (1) the City. 'has duly authorized,; executed' and delivered this '
Purchase Contract and the Official Statement; (2) the statements .contained in the Official
Statemenf (excluding the Appendices thereto as to`which,no opinion is expressed), to`"the ,
best. of the knowledge of "the :City Counsel and without undertaking., to °verify the. "same
with in_d_ependent investigation, do not contain any untrue"statement of-. a material factor-
omit ~to. state a material ':fact required to be stated therein or • necessary to make `the •
statements ,therein, ,:in tlie' light of the circumstances under which they were. made; ~ not
.misleading; ,(3) to~the best knowledge of said. officer, no event has occurred since the date
of tfle Official"Statement. which. should be .disclosed in the Official Statement in order to
.make the' statements Fand~'informaton therein not misleading in any material respect; and
(4)' the repre"seritafioris arid. warranties of the City contained .herein are true and correct in
all material respects on and as of the Closing" Date with the same effect as if made on the
Closing Date; •
(vii) an :opinion; dated the Closing" Date arid. "addressed to the Underwriter, of the
Counsel to the City; to. "the effect ;that (~1)~ ~to~ such. counsel's best knowledge, no action,
suit, proceeding, inquiry or investigation, at' law or" in'.equity, before or by any court,
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26091-05 JH:DTF 5/8/01
regulatory:.agency,, public board or body, is pending or threatened affecting the existence
of the City or the titles of its officers to their,"respective offices, or seeking to restrain or
• to enjoin the issuance, sale or delivery of the Bonds; the application of the proceeds
thereof `in accordance with the Resolution, the collection or application of the assessment
and the: interest; thereon to pay the principal of and interest on the Bonds, or contesting or
affecting the. validity or enforceability- of the Bonds,•. the .Resolution, this Purchase
Contract;, or. action of the City contemplated by any" of said documents, or :contesting the
completeness or accuracy. of the. "Official Statement 'qr. the powers of the City .or its
authority with respect to the Bonds, the Resolution; this Purclase.Contract, or any action
on. the part. of the City contemplated by any of said documents, or seeking to enjoin or
restrain. -the City -from approving the acquisition of fee title to .the land within the
' Assessment District, or which cfiallenges the exclusion of iriterestpaid on;the Bonds -from
.gross income .for purposes: of federa'1 income taxation or the. exemption of such interest on
the Bonds .from California ,personal .:income taxation,.' nor to such .counsel's knowledge. is
there :any basis therefore; (2)' the. City is duly organized and validly existing under the
Constitution and laws of the State of California with full .legal right, power and authority
to issue the Bonds and to perform all of its obligations under this Purchase Contract, and
the Bonds; and (3) the City has duly and validly adopted- the `Resolution, and it is in "full
force and effect; -
(viii) consent and comfort letters from such consultants to the financing as is
;reasonably requested ;by :the: Underwriter;
• (ix)~ a transcript- of all proceedings relating to; the authorization,.-issuance, sale 'and -
deli~ery of theBonds; and •
(x} such additional legal opinions, certificates ,(including a . non-arbitrage
.:certificate), .instruments and other documents as the, Underwriter may reasonably request:.
to evidence the truth ,arid accuracy, as of the date Hereof arid. as of the Closing Date, of the
City's. representations- and warranties .contained herein. and of the taternents ..and
information contained in the Official Statement and the due performance or satisfaction
by the ,City at or prior to the Closing of all agreements ,then to be performed and all'
conditions then to be 'satisfied by the City in connection with the transactions
contemplated hereby and by'the Resolution and the Official Statement.
All the opinions, .certificates, instruments and other documents. mentioned iri, this section '
or elsewhere in this Purchase Contract shall be deemed `to be in compliance with the terms hereof
,if, and only if; tll~ey are::in form and substance satisfactory to the Underwriter.
If any of the "conditions to the obligations of tfie Lnderwriter contained in this section or
elsewhere in this±Purchase Contract shall not have:heensatisfied when and as required herein, all
obligation"s of the Underwriter hereunder maybe; terminated' by the Underwriter at, or at any dime
prior to, the "Closing Date Eby written notice to the City. .
• 4. Expenses.
-10-
..26091=05 JH:DTF ~ 5/8/01
(a) Whether. or no't ,the Underwriter accepts delivery of ,arid pays for. -the Bonds as set
forth herein, it shall be under no obligation to pay, and the City shall pay or cause to be paid. out
of the proceeds of the; Bonds. or 'any other legally ,mailable funds ~of the City, all expenses
incident to the performance; of the City's obligations `hereunder, including but not-limited to the
cost 'of printing,, ;engraving and delivering the Bonds to ahe Underwriter; the cost, of printing,
distribution. and delivery ~of the .Preliminary Official Statement, and the Official: Statement in
reasonable quantities' as requested by the Underwriter; the ~ fees and disbursements of Bond
Counsel, accountants, engineers, appraisers, and any other experts or consultants retained in
connection with the .Bonds; and any other. expenses not specifically enumerated in paragraph (b)
of this section'incurred in connection with the issuance~of the Bonds.
(b.) Wfiether or not: the Bonds are delivered to the Underwriter as set forth •herein, the
City sha1L be under no obligation to• pay, ;and the Underwriter 'shall pay, all expenses .paid or'
'incurr`ed to qualify the Bonds: for sale under any "Blue Sky'° laws,; and all, other expenses paid or
incurred by the Underwriter in .connection with its. offering' arid~ distribution of the. Borids riot .
specifically enumerated in paragraph. (a) of this section, including: the fees and disbursements of
:'its counsel.
5. Notices. Any notice or other communication to be given to the City under tls~
Purchase Contract may be given by delivering the same in writing as follows:
City of Petalurria
11 English St.
• ~ Petal_uma,. CA 94952.
Attention: Finance Director
and any .notice, qr other communication to be given ~ to the Underwriter under this Purchase '
Contract may be given by delivering the same in writing as follows:
IBTS Securities, LLC
2950 Buskirk. Avenue, Suite 165
Walnut Creek, CA 94596
Attention: Nicki Tallman
6,, Parties ;in Interest. 'This,~Purchase Contract. is made solely for the benefit of the
City and ,the Underwriter (including successors or assignees of the Underwriter) and no other
person,. including but not limited to any owner of land within the Assessment District, shall
acquire or have any..right hereunder .or by virtue hereof.
7. Survival of Representations aiid_'Warranties. 'The representations and warranties of
the City; set forth in or made pursuant to this. .Purchase Contract, shall not be deemed to have
been discharged, satisfied or otherwise rendered° void ,by reason of the, Closing or termination of
this Purchase Contract, regardless of any investgations-made~ by or on behalf of the Underwriter
(or statements as to the results of such investigations) concerning such representations and
statements of the City and regardless of'deli""very of and payment for the Bonds.
-11-
26091-05 JH:DTF 5/8/01
- 8. Offering by Underwriter. It is understood that the Underwriter proposes to offer
_ .
the Bonds for. sale-to the; public (which may include ~selected~~dealersj as set forth in the Official .
Statement: Concessions from. the public; offering price, may be 'allowed to selected dealers. It is
understood that' 'the initial. public, offering .price and concessions set forth in ,the Official
Statement may vary after the .initial public offering:. It ~is~:fuither understood that the Bonds may
. be offered to ahe public at prices .,other'than the par°walue thereof. The net ,premium on: the -sale of
the :Bonds; if any; shall accrue to the benefit-qf the Underwriter. The .City hereby confirms the
authority and use by the Undervwriter of'tle Official 'Statement:
• 9: Time. `Time shall:,be of the essence of this Purchase Contract. `
16. Counterparts. This ~ Purchase Contract may be executed in any number of
• counterparts.
1~1. Effective:; This. Purchase Contract shall become effective and binding -upon the
respect;<~e:partes `hereto upon the execution of the acceptance hereof by the City and shall' be .
valid and enforceable,as of.the time. of such acceptance:
• Very truly yours; •
-IBIS SECURITIES, L1;C •
By:
.Accepted: ~ •
- CITY OF PETALUNIA
- By; . ~ _
- Finance Director
. -
-12-
26021`,05 JH:DTF 5/8/01
~ EX~IIBIT A TO PURCI~ASE. CONTRACT .
•
CITY. OF PETALUNIA, CALIFORNI•A
LIIVIITED OBLIGATI®N'•REFUNDING IlYI,P1tOVElYIENT BONDS
• Assessmegt Distrct:No. 23, Redwood.:Business Park 3
(Reassessment and Refunding of 2001),'Seres~ 2001-A
Year
(September 2) Principal Amount_ Interest Rate
•
-13-
AT'I'ACIIMENT VI
I21~AF`I' OF PItEIJIMINAI~Y OFFICIAL STATEMENT'
•
26091..-05 JH:DTF 05; f~01
PRELI'MIN:ARY'OFFICIAL STATEMENT DATED. , 2001
NEW ISSUE-BOOK-ENTRY ONLY NO RATING
In the opinion of Jones Hall, A Professional Law, Corporation, .San Francisco, California, .Bond Counsel, subject, hacuever to
certain qudlifications described herein, under existing. lazu, the interest:on. the Bonds is excluded from gross income for federal income tax
purposes and;such interest is not an -item. of `tax preference for purposes. of .the federal alternative minimum tax imposed. on individuals
and .corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations; such interesf is
taken into accoisnt in determining certain income and'earnings. ~Irr the further opinion of Bond Counsel, such interest is exempt from
California personal income taxes. See "TAX IvIATTERS"herein.
$ ~
LIMITED :OBLIGATION REFUNDING IMPROVEMENT BONDS
CITY OE PETALUMA `
Assessment District No. 23, Redwood Business Park 3
(Reassessment and Refunding of 2001), Series 2001-A
Dated: Date°of'Delivery Due: September?2, as shown below
Authority Redwood eBduQllieigation Improvement Bonds, City of Petaluma, Assessment District No. 23,
ss Park 3 (Reassessment' and Refunding of 2001), Series 2001=A are Hein
issued by the City of Petaluma pursuant to the provisions of the ppursuant to the Refunding Ac~
of 1984 for 1915 Improvement Bonds; Division 1115 of the Carfornia ,Streets and Higghways
Code, to redeem and'defease the outstanding limited"obligation improvement bonds of fhe City
issued for its Assessment District 23, Redwood Business Park 3. All of the proceedings of tlie.
City undertaken to :form the District and to levy the assessments were undertaken pursuant fo
the Municipal Improvement Act of-1913' (Division 12 of the California Streets and Highways
Code).
.Denominations Initial purchases of beneficial interests' in the Bonds will be made in book-entry form. acid the;
Bonds will be re istered in the name of Cede & Co., as nominee for The Depository Trust•
• Company ,("DTC'~. Initial Bond denominations are $5,000 and any inte~al multiple, th~reof
exec t that one Bond ma contain an odd amount: Purchasers of bene icial interests the-.
on s"wi not:receive cer" icates reppresentingg eirinterests•in the Bonds and"will not be;paid,
directly by the Bond trustee: See "THE,BONDS -Book-Entry System"'herein:
Redemption The Bonds aze subject to .redemption on ariy March2 or September 2 on or after
" prior to maturity as descnbed`herein. See' "THE BONDS" herein.,
Reassessments The Bonds are payable, from reassessments levied a~ggainst certain property within the
Assessment .District 23; Redwood. Business Park 3. Under the provisions of the Bond Law,
reassessment installments of principal,and; interest sufficient to;meet annual Bond debt service
a're included on the regular county taz: bills sent to owners of property a ain§t which there are
unpaid assessments. These . annual reassessment. installments. are ~o be paid into the
Redemption .Fund, to be held b the "City 'and used to pay debt service. on tFie~ Bonds as ifi
becomes due. See,"SECURITY FOyR THE BONDS AND SOURCES QF PAYMENT THEREFOR"'
Security The .Bonds are not general obligations of the City of Petaluma and the Bonds are,payd6le only from
assessments and- other specific sources of money _available to the' City. Unpaid reassessments
constitute fixed. liens on the lots and. parcels reassessed within the District and do not
constitute apersonal- .indebtedness of. the respective owners of such lots and parcels.
Accordingly, in the. event o£ delinquency,• proceedings may be conducted orily.,against~the
pparticular parcel of Yeal ro erty securin the delinquent reassessment. -Thus, the value of.
ahcr tica fdCtOr';In det rmirun Ithecinve"stme as been allocated a portion of the reassessment'is
g nt quality of~the-,,Bonds. See "OWNERSHIFAND
VALUE OF PROPERTY WITHIN THE DISTRICT"
Use of Proceeds The proceeds of "the Bonds will rimarily.;be. used to .refinance .bonds originally issued to
fina~etfinance the acquisition andpconstruchon by the City of public impprovements, prrm$rily
infrastructure.
im rovements necessaryry for development of a portion of fhe Redwood Business
Parkin the City. ~ee "THE IMPROVEMENTS'," '
This coyer page contains certain information for ..general: reference only. It is -not a summary of this issue.
Investors aze advised to read the entire Official Statement. to: obfain information essential to the making of an
informed investment decision.
* Preliminary, subject to change.
NEITHER THE FAITH. AND CREDIT NOR .THE TAXING POWER OF THE CITY, THE COUNTY OF
SONOMA, THE STATE OF CALIFORNIA OR' ANY POLITICAL SUBDNISION Th3EREOF IS PLEDGED TO THE
PAYMENT OF THE BONDS. THE INFORMATION SET' FORTH IN' THIS OFFICIAL STATEMENT, INCLUDING
INFORMATION. UNDER THE HEADING "BONDOWNERS'":RISKS", SHOULD BE READ IN ITS ENTIRETY.
MATURITY SCHEDULE
Maturity Principal :Interest Maturity Principal Interest
(September 2) ,Amount Rate .Price (September. 2) Amount° Rate Price
_°k Term Bonds due September`2;;20_; Price: 100%
The 'Bonds will be offered when; as and: if issued and received 'by the Underwriter, subject to the approval as to their
legality by Jones Ha11;,A,Professional Law Corporation; San Francisco,. California; as Bond Counsel. Jones Hall is also seroing as
Disclosure Counsel to the: City. In addition, certain legal matters will be passed upon for the City by the City Attorney. It is
anticipated that the Bonds in book-entry form. will be available for delivery to Cede Co., as nominee of DTC, on or about
, 2001 in New York, New York:
IBIS' SECURITIES, LL;C
Dated: .2001.
* Preliminary, subject to change.
•
CITY OE -PETAI,~JIVIA.
CITY COJNCIL
E. Clark Thompson,.Nlayor
Janice Cader-Thompson, Viee-Mayor
Mike Healy, Councilmember
_ Matt Maguire, Councilmember
Bryant Moynihan, Councilmember
Mike O'Brian, Councilmember
Pamela Torliatt, Councilmember
CITY STAFF
Frederick C. Stouder, City.Manager
. Gene RI'. Beatty, Assistant City Manager
Richard R. Rudnansky, City Attorney
William J. Thomas, Finance Director
BOND:GOUNSEL and DISCLOSURE COUNSEL
Jones Hall, A Professional Law Corporation
San Francisco, California
REASSESSMENT ENGINEER
I-Iarris & Associates
Petaluma, California
PAYING AGENT and ESCROW AGENT
Bank of New York, Western Trust.Company
$dn Francisco, California
,FINANCIAL ADVISOR.
Kelling,.Northcross & Nobriga
Oakland; California
UNDERWRITER
Ibis Securities, LLC
iNalnuf.Creek, California
i
• TABLE OF CONT,EIVTS:
INTRODUCTION .................................................11 'SPECIAL.RISK FACTORS ...............................1916
THE BONDS, .:.:::.:.::..:..:....2~ General..............................:....................:.:..191
General'Provisions ....................22 bwners,Not Obligated to Pay Bonds. or
Authority for Issuance . :....:...............33 Reassessments..,.:.........,:................................20~-7
Purpose of:Issue and the Refunding; Plan......44 Bankruptcy and Foreclosure ....................201'718
Estimafed;Sources and Uses of Funds............44 Availability of,.Funds to Pay Delinquent
Investment;of'Bond Proceeds ..:..:....................54 Assessment Installments ..............................2118
Estimated Debt Service Schedule..::..., ...,...,.54 Limifed Obligation upon Delinquency..21~819
Redemption .........55 Collection of"the Assessment_..............:...211819
Payment, Regis ration, Transfer and Exchange Proposition 218 :............:...........................221920
of Bonds ..............................................................6b I=Iazardous Substances..............................232921
Book-Entry System:...... .........76 Future Querlapping Indebtedness .,:..23202-1
Discontinuance, of Book=Entry System .........98 No Acceleration Provision ......2421
SECURITY';_F.,ORIHE BONDS ....................98 CONSTITUTIONAL LIMITATIONS ON
Reassessments ,:...:.......:......98 TAXATION AND APPROPRIATIONS..:..242122
.Methods of, Assessment and Reassessment Property Tax Rate Limitations -Article
Spread ...:.:...:.......................,....................109 XIIIA..,.: .,............................................,:::.24212
Covenant to Commence Foreclosure Legislation Implementing Article XIIIA.252122
'Proceedings. ::::.....:.......109 Appropriatibn,Limtation -Article XIIIB ..,2522
Priority of Lien .............................................11189 Property Tax Collection Procedures .......262223
ReserveFund ........:..:...:.1118 LEGAL MATTERS ......27234,
THE DISTRICT ..12118 Tax'Matters...... 272324
Description ..121118 Absence of Litigation .......,2_74
.Proper-ty-O.wners .......................................131=22-1 Legal Opinion ............................................27245
Assessment Irisfallment belinquencies ..:...1413 MISCELLANEOUS ..............:.............,..........28242
Value to' Lien Ratios .............151-31-3 Continuing Disclosure ..............:..............282425:
Direct' and Operlapping Governmental No Rating ..,...285
` ' Obligations ......171-5' Verification of Mathematical Accuracy...:.:28~5
..:,...1715 Underwriting ........282-5
Collection of=the Assessment... , :
THE REDWOOD BUSINESS PARI<....:......181~16 Additional Information ..........:...:.....:.....:.292-526
AP,PENDIX.A -Reassessment Diagram ...............................:................:.......:.:.......................:...............A-1
APPENDIX B -Form of Bond Counsel Opinion C-1
- APPENDIX C -Form of Contiriuing,Diselosure Certificate .............,..................................,..............,.D=1
APP,ENDIX`D -City of Petaluma Genera'1 Information E=1
GENERAL INFORMATION ABOUT THIS' OFFICIAL STATEMENT
Use of Qfficial Stafement: 'This Official Statement is~submitted.in,connection with the sale of the
Bonds referred to herein and may not be reproduced o"r used, in whole or in part, for any other purpose..
This Official Statementshall not be construed as a contract with the purchasers of the Bonds.
Unauthorized: Representations: No dealer; broker, salesperson or other person has been.
authorized by the City to give :any information or to make. any representations; with respect to the Bonds
other than those. contained in this Official 'Statement and, if' given or made, such other information or
representations must not be relied upon as having been authorized by any of the foregoing. This Official
Statement does not. constitute an offer to sell or 'the solicitation of any offer to buy nor shall there be any
sale "of the, Bonds by any person. in any jurisdiction in which it is unlawful for such person to make such,
an offer, solicitation or sale.
Estimates; :and. Projections: .When used. in this Official :Statement and in any continuing
disclosure by 'the 'City, in any :press .release .and in any oral statement made with the approval... of an
autho"rized officer of the City, the words or°phrases "will likely result;" "are expected to," "will continue,"
as anticipated, estunate; proles#, forecast, expect, intend and sunilar expressions ;identify
"f orwardlooking-statements" within the meaning of the Private Securities Litigation Reform Act: oft-995:
'Such statements are subject to xisks and uncertainties that. could- cause actual results. to differ materially
from those contemplated in _ such forward-looking statements: Any forecast is subject to such
uncertainties. Inevitably, some assumptions used to develop the forecasts will. not be realized and
unanticipated events and circumstances may occur. Therefore, there are. likely to be differences between
forecasts and actual results, and those differences may be material. The 'information and expressions of
opinion'herein are subject to change without notice, and neither the delivery of his; Official Sfatement;nor
any sale;made hereunder shall; under,any,circumstances, give rise. to any implication. that there has been
• no change `in the affairs of the City since the date hereof.
Involvement.of Underwriter:.. The Underwriter has reviewed the information in this Official
Statement. in accordance with,:and.as a part°of; its responsibilities to investors under the.Federa'1 Securities
Laws as applied' to the 'facts and circumstances of this transaction; but the Underwriter does not
.guarantee the accuracy or completeness of such information. The information and. expressions 'of'
opinions herein ;are subject to change without: notice ,and neither delivery of this Official. Statement-- nor'
any sale.. made hereunder shall, 'under any circumstances, create any implication that there.: has been no
change in the affairs of the City since the date hereof. All summaries: of provisions of the Resolution or
other documents referred to in. this Official Statement, are made. subject to the .provisions of. such
documents; respectively, and do not.purport to be complete statements of any or all of such provisions.
IN GONNECTIQN W-ITH THIS' OFFERING, THE UNDERWRITER MAY OVERALLOT` OR
EFFECT`TRANSACTIONS'WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE'. OPEN MARKET. SUCH
STABILIZING, IF COMMENCED; MAY BE DISCONTINUED' AT ANY TIME.
.THE,. BONDS HAVE NOT -.BEEN REGISTERED UNDER THE. SECI7RITIES .ACT OF 1933, AS
AMENDED, 'I1V ;RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS
CONTAINED IN SUCH ACT. THE BONDS HAVE .NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES' LAWS OF AN;Y STATE.
OFFICIAL STA'I'EIVi-ENT
LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS
CITY OF PETALiJ1VIA.
Assessment,Distrief No. 23, Redwood Business Park 3
(Reassessment and Refunding of 2001), Series 2001-A
INTRODUCTION
This: Introduction is not a summand of this Official Statement: It iS only a briefdescription of
and guide to, and is qualified by, moxe complete and detailed information contained in the entire Official
Sfatement, including the,cover page and appendices hereto, and the documents summarized or described
herein: A full :review should be made of the entire Official Statement. The offering of 'the Bonds to
potential investors is made only by means of the entire Offecial Statement.
.Purpose of Official Statement. The purpose of this Official Statement, which includes
the cover page .and .Appendices .:hereto '(the "Official Statement") is to provide ce"main
information concerning the sale and, issuance: of the Limited Obligation Refunding
Improvement Bonds, City of Petaluma, Assessment District N.o..23, Redwood Business Park 3
(Reassessment and Refunding of 2001) Series 2001-A (the "Bonds"').
• The City. The City of Petaluma (the "City") is located in Sonoma County,
approximately 40 miles north of San Francisco. Incorporated in 1858, the .City's first charter was.
granted. by the state. in 1947;: and Petaluma continues to operate as a charter city. The
,population of the City is• estimated to be 53,000.
The Assessment District. The City of Petaluma, Assessment District No. 23, Redwood
Business Park 3 (the ".District") was created by the City pursuant fo Resolution of Intention, No.
95-220. NC:S: adopted by the City Council of the City (the. "City Council") on August 21, 1995:
The District is: comprised of [eight]- parcel"s, all of which are reassessed. See "THE DISTRICT"
herein for. a description of the parcels, property owners and assessed °value of the land in the
District:, Based on the 2000-01 Sonoma County (the "County"j~'assessed valuation. of property in
the District and the $ reassessment amount, the overall value-to-lien ratio for the District
is approximately to 1.
Purpose of "the Bonds. The net proceeds, of the Bonds, along with other available funds,
will be used (i) to redeem and defease the outstanding limited obligation improvement bonds
of the City issued for the District issued in 19.95 (tle ."1995 'Bonds") by making a deposit into
"Preliminary, subject to change.
-1-
the Escrow Fund created pursuant to the reassessment proceedings for such purpose, (ii) to
make a deposit, into ;a debt. service reserve fund' and (iii) to. pay certain costs of issuing the
Bonds. See "THE BONDS -Purpose of Issue and the Refunding .Plan" herein.
Sources of Payment for the Bonds.. The- Bonds are .issued pursuant to the .Refunding Act
of 1984 for 1915 Improvement Bonds; Division 11.5 of the California Streets and Highways
Code (the "Refunding Law') an_d a resolution of the City Council of 'the City, adopted on
2001 (the `'Resolution'.). The Bonds are.. issued upon and are secured by certain
unpaid reassessrnenfs (the "Reassessments') against the Reassessment. Parcels together with
interest thereon. The unpaid Reassessments together with interest thereon constitute a trust
fund for the .redemption ar?d payment of the principal of the Bonds and the interest thereon.
The Bonds are also secured by the monies in the Redemption Fund and the Reserve Fund
created: pursuant to the reassessmentproceedings.
Description° of the Bonds: -Payments. Interest is payable on March 2; 2002, and
semiannually thereafter. on March 2 and September 2 each year. Principal, of and premium, if
any; .on the -Bonds shall be. payable by Bank of New York; tiVestern Trust Company, ~ San
Francisco, California, acting as registrar, transfer agent and paying agent (the "Paying Agent")
for he '.Bonds,. See "THE BONDS -General Provisions," " -Payment, Registration, Transfer .
and Exchange of Bonds" herein.
Denominations: and Regisfrdtion. The Bonds will be issued in denominations of $5,000
each or integral multiples thereof; except for one Bond 'which is-ma~ be in,.an odd amount. The
Bonds will be issued as~fully-registered bonds registered in the name of Cede & Co., as nominee
for The. Depository Trust Company. Initial p.urehases of beneficial interests in the Bonds will be
made. in:book-entry form. See "THE BONDS -Book-Entry System."
Redemption. The Bonds are subject to redemption on any March 2 or September 2; at a
redemption price equal to 'the principal amount to be redeemed .plus a premium ;thereon, plus
accrued'interest to the redemption date:: The Bonds maturing on September 2, 20_ are subjecf
to mandatory sinking fund.:redemption. See "THE BONDS- Redemption" herein.
.Summaries Not Definitive. The summaries and references to the Act, the Bond Law, the
Resolution;, the Bonds, certain resolutions and to other statutes and docu-meats referred to
herein do not ;purport to be comprehensive or definitive, and are .qualified in their entireties by
reference to each such statutes and documents. All capitalized terms used herein, unless noted.
' otherwi"se; shall. have. the meanings prescribed in the Resolution, as hereinafter defined: `The
information set forth herein has been furnished by the City and by sources whc-h are believed
.to be accu"rate: and 'reliable but is not guaranteed as to accuracy or completeness. Statements
contained in this. Official Statement which .involve estimates; forecasts, or other matters of
opinion; whether or not expressly so described herein; are intended solely as such and are not
to be construed. as representations of fact. .
THE' BONDS:
General Provisions
r
-2-
The Bonds will be dated. their date of deli"very, and will be issued .in the aggregate
principal amount set.forth: on the cover hereof: The Bonds. shall initially'be issued in_~the form of
fully registered bonds in a denomination of $5;000 or any integral multiple thereof; except for
one. Bond which may be in an odd .amount. The. Bonds will be issued only as one fully
registered Bond .for each maturity, in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York ("DTC"), as registered owner of all Bonds, and will be
available to Beneficial Owners under he book`-entry system maintained by DTC in
denominations of $5,000 or any integral multiple whereof. except .that: one Bond may be in an
odd amount. Beneficial Owners of the Bonds will.not receive physical certificates representing
their interest irn the Bonds'. So long as -the Bonds are registered. in the name of Cede & Co., as
nominee of DTC; references herein.:to the owners shall mean'Cede & Co., and shall not mean
the Beneficial Owners of the Bonds. See "Book-Entry System' below.
The Bonds will bear interest from their dated date :at' the rates per annum set forth on
the cover page hereof, payable semiannually on each March.:2 and September 2, commencing
March 2, 2002:'(each, an "Interest Payment Date"), and will mature in the amounts and on the
dates set forth on the cover page hereof.
The principal and interest. on the Bonds. at maturity shall be payable in lawful money of
the United States of Americaupon presentation.at the office of the Paying Agent.
Interesf on the Bonds shall be paid by check, draft or warrant mailed to DTC, or any
;successor depository, or in the.. event of termination of the book-entry system, to the registered
owner hereof at the registered owner's address as it appears on the .records. of the Paying
Agent;. or at-.such address as may have been filed with the Agent, for that purpose, as of the;
fifteenth day of the calendar month mmed'iately'preceding each Interest Payment Date..
As long as Cede & Co. is'the registered owner of the Bonds, payments of the: principal
of; premium, if any; and interest on the Bonds will be made directly to DTC, or -ifs nominee;
Cede & C9. Disbursernenfs of such payments to DTC's Participants is the responsibility of DTC
and'- disbursements: of such payments to the Beneficial Owners. is the responsibility of DTC's
Participants and Indirect Par icipants; as more fully described below in the section captioned
"Book-Entry System." Payments of the principal of, premium,. if any, and interest on :the Bonds
will be made directly to DTC, or its nominee, Cede & Co., by the Fiscal Agent; `so long as DTC
or Cede & Co. is the .registered owner of the Bonds. Disbursements of such payments to DTC's
Participants is the. responsibility of DTC. and disbursements of such payments to the Beneficial
Owners; is the responsibility of DTC's Participants and Indirect. Participants, as more fully
described herein. See "Book-.Entry System." below.
Authority"for Issuance
The Bonds ;are: issued pursuant to the Refunding Law and a Resolution of Issuance
adopted Eby th'e City Council on 2001. The .Bonds are, issued upon and primarily
secured by certain unpaid Reassessments which are ,a lien against certain parcels of land (the
"Reassessment Parcels") within the District, together with Interesf, thereon. The City stated its
intention to refund the 1995 Bonds pursuant to. a Resolution of Intention adopted by the City
Council of the City on , 2001.
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'The Bonds are:.ssued pursuant to particular provisions .of the Refunding Law which
permit. their authorization, issuance and sale. w"ithout public .:hearing if three conditions are
satisfied. The three conditions are summarized as follows:
(a) Each estimated annual. installment of principal and interest on the
Reassessment is less than the corresponding annual installment of principal and interest
on-the portion of the original assessment being. superseded and supplanted.by the same
percentage for all Reassessment Parcels.
(b) The ,number of years to maturity of all ,the Bonds is not .more than the
number of years to -the last maturity of the 1995 Bonds (as defined below).
(c) The principal .amount of the Reassessmenf' on each Reassessment Parcel
is less than the unpaid principal amount of the portion of the original:assessment-being
superseded and supplanted by the same percentage for'each Reassessment Parcel.
The City Council, as "part of the refunding proceedings taken pursuant to the Refunding
Law, has made a finding tha_ t the three conditions are. satisfied..
Purpose of: Issue and the: Refunding,Plan
'The purpose of the 'Bonds is to provide funds which will be deposited into an escrow
fund. (the "Escrow Fund") .held. by ,San Francisco, California, as escrow agent
' ("Escrow Agent") pursuant to an Escrow Agreement, and used: to pay principal and interest
• due. on and •redeem on , 20, the following' outstanding series of bonds, referred
to .Herein as the 1995 Bonds:
Certain moneys in the existing'funds and aecountsrelating to the 1995 Bonds will also
`be applied to the redemption. See "Estimated Sources. and Uses-of Funds."
Estimated Sources and Uses: of Funds
The proceeds to be received' from the sale of the Bonds, together with other applicable:
sources, are estimated to be applied as.follows:
SOURCES: -
Par Amount of he Bonds
Less: Underwriter's Discount
Plus: Funds,from the 1.995 Bonds
Total Sources
USES:
,Deposit'to the, Escrow Fund
Deposit to Reserve Fund
Deposit fo Costs of Issuance Fund (2)
Total Uses
•
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-Investment of Bond Proceeds
Monies held in the Redem tion Fund and the Reserve Fund shall be invested as
P
permitted under the :Refunding, Law; aiid shall beheld by the City. Investments in any and all
funds and accounts shall be at the discretion of the Finance Director. and may be commingled:in
a separate fund or funds for purposes of making, holding and disposing of investments;
notwithstanding provisions in the Resolution for transfer to .or holding in or to the credit of
particular funds: or accounts of amounts received or held by the Finance Director, provided that
the Finance Director at all times. accounts for such investments strictly in accordance with the
funds'and accounts to which they are credited and otherwise as provided in the- Resolution.
Estimated Debt Service. Schedule
The° -following table presents the debt service schedule for the Bonds, assuming no
redemptions. are made:
Year Ending Principal Interest Annual Total
Redemption ,
Qptional Rederrcption. Whenever, as of an Interest Payment Date, there are sufficient.
funds in, the Prepayment Account of the Redemption Fund from the proceeds of prepayments
of Reassessments or from. the application of any- surplus funds by the City Council, Bonds shall
be called. for redemption.. Each $ond, or any portion of the principal thereof in the principal
amount of $5;OQ0 or .any integral multiple thereof; may be redeemed and paid in advance of
maturity ~on any Interest ;Payment Date irr any year by giving notice as provided in the
Resolution and by paying the principal amount thereof,. plus interest to the date of redemption,
. • unless sooner surrer[dered, in which :event said :interest will. be paid to the date of payment,
• together with a Redemption Premium of 3% of the principal amount to be redeemed.
The provisions of Part 11.1 of the Bond Law are :applicable to the advance payment of
Reassessments and to the calling of the Bonds. The Paying; Agent shall select Bonds for
• redemption in such a way that the ratio of Oufstanding Bonds to issued Bonds shall be
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approximately the same. in :each annual series insofar as possible (i.e. on a pro-rata basis among
• maturities of the Bonds). Within each annual maturity, the Agent `shall select Bonds for
retirement by lot.
1Vlandaton~ -Sinking Fund Redemption. The Bonds .maturing on September 2, 20_ (the
"Term Bonds') shall be called before maturity and redeemed, from the Sinking Fund Payments
that have been deposited into the Redemption Account, on September 2; 20_, and on each
.September 2 thereafter prior to maturity, in accordance with the schedule of Sinking Fund
Payments set forth below. The Bonds so called for redemption shall be selected by the Fiscal
Agent by lot and shall be redeemed,at. a redemption price for each. redeemed Bond. equal to the
principal amount thereof, plus accrued interest to~ the redemption date, without premium, as
follows:
.Sinking. Fund
Redemption Dafe 'Si`nking.Payments
Effect of Redemption. From and.after the date fixed for redemption, if funds available for
the payment of the-principal of, and interest and any premium..on, the Bonds so called for
redemption shall :have been deposited in the Redemption Fund on the date fixed for
redemption, such Bonds so called ~wli cease to be entitled to ;any benefit under the Resolution
other than the :right to receive payment of the redemption price, and no interest shall accrue:
thereon'on or after the redemp.ton:date specified in such notice.
Any prepayment of all or -part of any Reassessmerif: would,. and the issuance of
refunding bonds would, and the ;accumulation of investment.income in the Redemption:Fund
may; result- in optional .redemption of all or a 'portion of the Bonds prior fa their stated
' .maturities. Pursuant to the Refunding Law, the City may issue refunding bonds for the
purpose of redeeming the Bonds.. See "SECURITY FOR_ THE BONDS -Reserve Fund" for a
discussion on the transfer of 'investment income from the Reserve Fund. to the ;Redemption.
Fund.
Transfer and.Exchange of Bonds
Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred upon the
Bond Register by the registered Owner, in person or by such Owner's duly authorized attorney,
upon surrender of such Borid' for cancellation, accompanied by delivery of a written instrument
of transfer in a form approved by-the Paying Agent, duly ;executed. Whenever any Bond shall
be surrendered for transfer, the Paying Agent shall thereupon authenticate and deliver to the
transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. Bonds
• may be exchanged at the Principal Office of the Paying Agent, for Bonds of the same tenor and
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maturity and of other authorized denominations. Neither the City nor the Paying Agent shall
• be required. to make such exchange:.or registration or transfer of Bonds on or' after the Record
Date or after a Bond has been selected for redemption. For any transfer or exchange under this
Section, the City and the Paying Agent may require the payment of a reasonable fee to cover
the costs and expenses of the City and the Paying Agent.
Exchange of Bonds. Fully registered Bonds maybe exchanged at the office of the Paying
Agent, or designated transfer agent/registrar, for a like aggregate principal amount of Bonds of
the same series, interest rate and maturity, subject to the 'terms and. conditions provided in the
system of, registration for registered debt obligations, including the payment of certain charges,
if any, upon surrender and cancellation of said Bonds. Upon such transfer and exchange, a
new registered Bond or Bonds of any authorized denomination or denominations of the same
maturity for the same aggregate principal amount will be issued to the transferee in exchange
therefor.
Bond Register. The Paying Agent is required to keep sufficient books for the registration
and transfer of the Bonds and, upon presentation for such. purpose, the Paying Agent shall,
under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on said register, the Bonds as provided in the Resolution. The register
shall show the series, number, date, amount, rate of interest and last known holder of each
Bond, and the number and amount of each interest coupon paid.
Book-Entry System
• DTC will .act as securities depository for the Bonds. The Bonds will be issued as fully
registered bonds: registered in the name of Cede & Co. (DTC's partnership nominee). One fully
registered Bond will be issued for each maturity of the Bonds,, each u1 the aggregate principal
amount of such maturity, and will be deposited with DTC.
DTC is alimited-purpose trust company organized under the New York Banking Law, a
"banking organization' within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation' within the meaning of the New York Uniform
Commercial Code, and a "clearing agency".registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants (the
"Participants") deposit with DTC. DTC also facilitates the settlement among Participants of.
securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts," thereby eliminating the need for
physical movement of securities certificates. Direct Participants include, securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New- York Stock Exchange, Inc., the
American- Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a ,custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Purchases of the Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC's records. The ownership
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interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded '
• on the Direct ane Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners. are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the. Direct or .Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in the Bonds, except
in the evert`that use of the book-entry system for the .Bonds is discontinued.
To facilitate subsequent. transfers; all Bonds deposited. by Participants with DTC are
registered in ahe name of DTC`s partnership nominee; Cede & Co. The deposit of Bonds with
DTC and. their registration in the name of Cede & Co. effect no change in beneficial ownership.
DTC has no knowledge of the :actual Beneficial Owners of the Bonds; DTC's records reflect only
the identity of the Direct Participants to whose accounts such securities are credited, which may
or may not be the Beneficial Owners, The Participants will remain responsible ;for keeping
account of their holdings on behalf of their customers.
.Conveyance of notices and other communications 'by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Redemption notices shall'be sent to Cede & Co. If less than all of the bonds within an
issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant irr such issue to be redeemed.
Neither DTC nor° Cede & Co. will consent or vote with respect to the Bonds. Under its
usual procedures, DTC mails an Omnibus Proxy to an issuer as soon as possible after the record
date: The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants fo whose. accounts the Bonds are credited on the record date (identified:in a listing
attaelied to the Omnibus Proxy).
Principal, mandatory redemption and interest payments on the Bonds will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on payment dates in accordance
. with their respective holdings shown on DTC's records unless DTC has reason to believe that it
will not receive payment on the date payable. Payments by Participants to Beneficial Owners
will be governed by atanding instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Fiscal Agent, or the City, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to DTC is the responsibility of the City or the Fiscal Agent, disbursement
of such payments to Direct Participants shall be the responsibility' of DTC, and disbursement of
such payments to the Beneficial Owners shall. be responsibility of Direct and Indirect
Participants.
• The City cannot and does not, ,give any assurances that ,DTC, DTC Participants or
others will distribute payments of pr"incipal, interest or premium with respect to the Bonds
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paid to DTC or its nominee as the registered owner, or will distribute any redemption
• notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or
will serve and act in the manner described iri this Official Statement. The City is not
responsible or liable.for the failure of DTC or any DTC Participant to make any payment or
give any notice to a `Beneficial Owner with respect to the Bonds or an error or delay relating
thereto.
The foregoing description of the procedures and record-keeping with respect to
beneficial ownership interests in the Bonds; payment of principal, interest and other payments
on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial
ownership interests in such Bonds and other related transactions by and between DTC, the
DTC Participants and the Beneficial Owners is based solely on information provided by DTC.
Accordingly, no representations can be made concerning these matters and neither the DTC
Participants nor the Beneficial Owners should rely on the foregoing information with respect to
such matters, but should instead confirm the same with DTC or the DTC Participants, as the
case may be.
Discontinuance of Book-Entry System
DTC may discontinue providing .its services with respect to the Bonds at any time by
giving notice to the Fiscal Agent and discharging its responsibilities with respect thereto under
applicable law or the City may terminate participation. in the system of book-entry ,transfers
through DTC or any other securities depository at any time. In the event that the book-entry
system is discontinued, the City will execute, and the Fiscal Agent will authenticate and make
• available for delivery, replacement Bonds in the form of registered bonds.
SECURITY FOR THE BONDS
Reassessments
The Bonds are issued upon and are secured by a first pledge of all the unpaid
Reassessments levied upon the Reassessment Parcels, together with interest thereon. The
unpaid Reassessments together with interest thereon constitute a trust fund for the redemption
and payment of the principal of the Bonds and the interest thereon. All the Bonds are secured
by .the monies in the Redemption. Fund and the Reserve Fund created pursuant to the
reassessment proceedings. Principal of and interest on the Bonds are. payable exclusively out of
the .Redemption 'Fund.
Although the unpaid Reassessments constitute fixed liens on the Reassessment
Parcels, they do .not. constitute personal indebtedness of the owners of the Reassessment
Parcels. Furthermore, there can be no assurance as to the ability of the owners to pay the
unpaid Reassessments.
The unpaid Reassessments levied on the Reassessment. Parcels will be billed by the
County on the regular property tax bills sent to owners of such properties. All sums received
from the collection of the Reassessments and of the interest and penalties thereon shall be
• placed in the Redemption Fund. The annual Reassessment installments together with interest
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are °to be paid into the Redemption Fund which will be used to pay the principal of and interest
on the Bonds as they become due.
The -Bonds are not secured by.fhe general taxing power of the City or the State or any
political subdivs""ion of the State, -.and neither the City nor the State nor any political
subdivision of the State has pledged,its full faith and credit for Ehe payment thereof.
Methods of Assessment and Reassessment Spread
As described in the Reassessment- Consulfant'.s Reassessment, Report. prepared with
respect to the District, the assessments evied in the Prior .District were spread on the basis of
special and direct benefits .received by the assessed parcels from the improvements to be
constructed, as• recommended by. the assessment engineer'(s) and as finally approved by the
City Council. The Reassessments -are spread in amounts proportional to the respective
outstanding;assessments securing; the 1995 Bonds.
Covenant"to Commence Foreclosure.Proceedings . .
The Refunding Act provides that in the event any Reassessment or installment thereof
or ariy interest thereon is.not paid when due,'the City may order the institution of a court action
to foreclose the en, of the unpaid. Reassessment. In such- an: action, the real property subject to
the unpaid Reassessment, but. not any parcel for which the Reassessment installment in not..
delinquent, may be sold at judicial.. foreclosure sale. sec-~o~u=~~d1^ „r^^^a~~r^ r^+
.The City has covenanted. that it will order;: and .:eau"se to be commenced,.. and
thereafter diligently prosecute. an action in the superior court to foreclose the lien of a
i
Reassessment or installment thereof which has been billed,. "but:. has not been paid in: the
following, instances; which action shall. be commenced within 60 days of any of the' following
determinations which. shall .be made by the Finance Director not later than October 1 of each
Fiscal Year:
(A) if the""City determines that there is a delinquency of a.Reassessment of` $
or more for a prior Fiscal Year or Years for any single parcel'of"land in the District.
~B) If the City determines that the total amount of delinquent .Reassessments for, .the
prior Fiscal Year for the entire District, less the total delinquencies under subsection: (A) above„
.exceeds three percent. (3%) of the total Reassessments- due and`payable in the prior Fiscal' Year;:,
foreclosure shall be: commenced against each parcel of land in the District with a delinquency of"
$ or more•for the"prior Fiscal Year or Years.
~C) If the City determines that the total amount of delinquent Reassessment for the
prior Fiscal Year :for the entire `District, .less the total delinquencies under subsections (A) and
~(B) above; exceeds.five percent (5:%) of the total Reassessments due and payable for the prior
Fiscal Year,:foreclosure shall..be commenced againsteach parcel of eland within the District with
any amount of delinquericy'for the prior Fiscal Year or, Years., -
--o-----~ r--------= -r-" o- "~1
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In the event court foreclosure proceedings :are necessary, -there may be a delay in
payments to Bondowners pending- prosecution of the foreclosure proceedings and receipt by
the City of the,proceeds of the foreclosure sale. It is:also possible that no bidfor the purchase of
the applicable property would be received at the foreclosure sale. See also the section herein
entitled "SPECIAL RISK FACTORS."
Priority of Lien
The Reassessments ,(and any further assessment or .reassessment) and each installment
thereof; and any interest and ,penalties thereon, constitute a lien against the lots .and: parcels .of
land on which they were imposed. until the same is paid. Such lien has priority over all fixed
.special assessment liens `which may thereafter be created against the property and also has+
priority over a11.:private liens induding . the lien of .any mortgage or deed of trust whenever ,
created. Such lien is co-equal' to and independent :of the lien for .general taxes and any-
community facilities district special taxes.. There are special taxes and assessments other than
theReassessments affecting. a portion of the land in the District. See "THE DISTRICT -Direct
and, Overlapping Governmental Obligations" below.
`Reserve Fund..
On the date of issuance and delivery of the Bonds,. he: City ,will make a deposit from
Bond proceeds info the Reserve: Fund in ahe amount of $ .Moneys in the Reserve Fund
shall be held. by the Finance Director for the benefit of the City and the Bond Owners as a
reserve for the payment of principal. of, and interest and any premium on, the Bonds'. The City
shall cause the Reserve. Fund to be administered in accordance with. Part 16 of the Bond, Law;
provided'• that proceeds from red'empti'on or- sale of properties wthrespect to which payment of `
delinquent Reassessments and interest thereon was made from the Reserve Fund; shall. be
credited to the. Reserve Fund. "
Amounts deposited into the Reserve Fund will be used. and withdrawn by the Paying
Agent solely fqr the. purpose of making transfers to the Redemption Fund in the .event. of any
deficiency at any time in the Redemption. Fund of the amount: then required for payment of 'the
principal of (including Sinking Fund Payments, if any); and:interest.and any premium on, the
Bonds or,for the purpose of redeeming Bonds from the Redemption Fund.
~Nhenever, after the issuance, of the Bonds, a Reassessment is prepaid; in whole or in.
part, as provided in 'the Refunding Law, the Finance Director shall transfer from the 'Reserve
Fund to the Redemption Fund an amount specified in such direction equal to the product of the
ratio .of; the or-iginal amount of the Reassessment so paid to the original amount of all
Reassessments; times the initial Reserve Requirement.
Whenever, on any' Interest Payment Date, or on any other date when requested by an
Authorized Officer, the 'amount in the Reserve .Fund exceeds the then applicable Reserve
Requirement,. the Paying ..Agent. will, except. as otherwise. in. the Resolution for purposes of
rebate, tr"an-sfer on or before such Interest.'Pay,.ment Date or'such other date an amount equal to
.such excess. from the Reserve Fund to the Redemption Fund: to be used in accordance with the
• Refunding .Law.
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• Whenever the balance in the Reserve: Fund is sufficient to retire all the Outstanding
Bonds, whether by advance retirement or otherwise; collection of the principal and interest on
the Reassessments will be discontinued and the Reserve Fund liquidated by the Paying Agent
in .retirement of .the. Outstanding, Bonds. In the event that the balance in the Reserve Fund at
the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the
excess will, after payment of all amounts due: to the ;Paying Agent, be transferred to the City to
be used in accordance with the Act and the Refunding'Law.
THE DISTRICT
Descripfion.
Direct access to the District is provided by U.S. Highway 101, which has an interchange
less than. one-quarter mile from the District to Stony Point Road, Petaluma Boulevard North,
North McDowell Boulevard. and Old Redwood .Highway. The. Redwood Business Park
currently includes over 20 buildings, of which 7 are located in the District. See "THE
REDWOOD BUSINESS PARK" above for a brief description of the development in the
Redwood Business Park.
The District is comprised of .eight parcels, seven of which are developed. All of the
parcels in the District are part of a Planned Community District, and the planning process -
• required by the City has been completed. The parcels are zoned. for office, R&D; industrial,
warehouse and commercial uses. To date, in the District approximately square feet of
development has been onstructed.
Proceeds of the Prior Borids were used to acquire and construct various road and bridge
construction and improvements as well as utility improvements, all of benefit to the District.
. There are
three landowners in the District. For the 2000-01 fiscal year; the. District included nine parcels,. ,
One of the nine, Assessor's Parcel No. 047-550-021, was a common area .
area-for Assessor's Parcel -Nos. 047-550-018, 019 and 020 and not subject to an assessment for
the 1995 Bonds. +r.„ r ,.,,7~ , „ a;.,;a„a ,r+„ „
. The common area land and the three
parcels it served were recently reconfigured into three parcels with no common area; the three
resulting developable parcels aye--will be designated Assessor's Parcel Nos. 047-550-022, -023
and -024; begu~uling in the 2001-02 fiscal year.
The following table shows the property owners within the District, as well as the
assessed value of their parcels as reported by the County Assessor, based on the parcel
designations for fiscal year 2000-01.
CITY OF PETALUMA
ASSESSMENT DISTRICT NO., 23 REDWOOD BUSINESS PARK 3
• Property Owners and 2000-01 Assessed Values
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Assessor's
• Parcel 2000-01 2000-01 Total
Number Property Owner Acres A.V. Land A.V. Impmts Value
047-550-004 Savoy Corporation 3:07 $675,266 $4,051,593 $4,726;859
047-550-005 Savoy Corporation 2.88 727;209 2,597,175 3,324,384
047-550-007 G&W Copley Redwd-Bus. Park 2.66 311,661 0 $311,661
047-550-015 G&W Copley Redwd Bus. Park 3:88 1,765,548 4,260,602(>> 6,026;150
047-550-017 G&W Copley Redwd:Bus. Park 5.35 1,246,644 5,041,401 6,288;045
047-550-018 99 AF Petaluma LLC 2.10 3,000,000 18,000,000 21,000,000
047-550-019 G&W Copley Redwd Bus. Park 0.65 304,621 4,739,126(~~ 5,043,747
047=550-020 G&W Copley Redwd Bus. Park 0.17 80,107 622,419(~> 702;526
047-550-021 Common Area (z> 10.81 n a n a n a
Total 31.57 X27
Qw
7,423,372
Value of improvements based on City building permits for improvements not yet assessed by County.
(z> Common Area parcel has been eliminated beginning in fiscal year 2001-02 and land area consolidated into
other parcels.
Source: Sonoma County Assessor's Office 2000-01 Secured Roll and City building permit records.
Property Owners
Reassessment Parcel Nos: _ (APN 047-550-007, -015, -017, --023 and -.925024),
representing of the outstanding lien, is owned by G&W Copley Redwood Business Park,
the original developer of Redwood Business Park.
•
Reassessment Parcel No. _ (APN 047-550-015);:. '
has been ,developed within the last year with an approximate 67,340 square foot three-
story building. Currently, the building is fully leased to Cisco Systems, a publicly traded
company, under a lease that: expires in
Reassessment Parcel No. _ (APN 047-550-017);
~ierrhas been developed within the last year with an approximate square foot one-story
building. Currently, the building is also fully leased to Gluon Networks, under a lease; that
expires in
• -Reassessment Parcel No. _ (APN 047-550-023, formerly 047-550-019);
~ ,has been developed within the last year with an approximate
58,440 square foot two-story building. Currently, the building is fully leased- to Gluon
Networks; under a lease that expires in
Reassessment Parcel No. _ (APN 047-550-024, formerly 047-550-020)~epresei~ti~}g
^r ^,,,-~,-.,,,a;„,~ has been developed within the last year with an approximate
7,423 square foot one-story building. Currently; the building is fully leased to Learning
Universe Child Development Center,. a subsidiary of Knowledge Learning Corporation, a '
publicly traded company, under a lease that expires in
• Reassessment Parcel No. _ (APN 047-550-007) is currently a~~edundeveloped.
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Reassessment Parcel No. _ (APN 047-550-022~~), '
l~ is owned by 99 AF Petaluma, LLC. This parcel~is developed with a 140,448 square foot
split-level office building. Currently the building is fully leased out to Advanced Fibre
Communications,. Inc. This company designs, develops; manufactures, markets and supports
the Universal Modular Carrier 1000 multi-feature digital loop carrier system. Their product
enables service providers to connect subscribers to the central office switch for voice and data
communications. They are publicly traded on NASDAQ under the symbol AFCI. Advanced
Fibre Communications has afifteen-year triple-net lease that expires September 30, 2014.
99 AF Petaluma is areal-estate investment partnership based in Dallas, Texas. They
purchased the, property in September of 1999 from G8i4V Copley Redwood Business Park, LP.
The partnership is made up of two companies, of which 90% is a pension fund advisory group
and 10% is a real estate company. The objective of the partnership was to purchase the
property as an investment .and hold it for two to three years. Currently, they are actively
marketing the property.
Reassessment Parcel .Nos. 1 and 2 (047-550-004 and 047-550-005, respectively--~
° -are owned by the Savoy Corporation. Reassessment Parcel
No. 1 is developed with a 42,451 square-foot one-story building. Currently, the building is
completely leased to Cisco Systems.. Reassessment Parcel No. 2 is developed with a 34,339
square-foot one-story building. Currently, the building is completely leased to three tenants:
.Cisco Systems under a lease expiring May 31, 2005, AT&T under a lease expiring October 31,
.2001 with three 5-year options, and Sequoia. Analytical, a company that performs soil testing
and has an on-site laboratory facility, under a lease expiring August 31, 2006 with one 5-year
option.
These two parcels were purchased by the Savoy Corporation in March of 2000. This
company is a third generation.family-owned real estate investment and management company
founded in 1.917. Savoy Corporation owns and manages nine properties in the Bay area and
one property in Los Angeles.'
Assessment Installment Delinquencies
°
•
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' °
There have been no delinquencies in, the ° '~~~+^r« ~°°^°~m^r+'^=r~^~, collections-ate
' of the
assessments for the District since its creation~in 1995, as.shown below.
CITY OF PETALUMA
ASSESSME_1VT DISTRICT NO.23, REDWOOD BUSINESS PARK.3
Assessment Levies and Collections
Fiscal Dollars Dollars Percent
Year ~ Levied Delinquent Delinquent
1995-96 $242,733.64 $0 0%
1996=97 319,667.60 0 0
1997-98 316,105.06 0 0
1998-99 317;375.02 0 0
1999-00 322,233.02 0 0 '
2000-O1 322;558.08 0 0
Source: Sonoma County Treasurer -Tax Collector.
•
Value to Lien Ratios
The .aggregate fiscal year 2000-2001 assessed valua_ Lion of the real property within the
District has been reported by the County Assessor to be $ and according to
building permits issued by the City for improvements which are complete but have not yet
been added to assessed value, an additional $ of improvements. has been
completed, for a total estimated valuation ~ of property in the District of
$47,423,372 .The principal amount of the lien of the Reassessment with respect
to the Bonds is ~ $3;192,405. The aggregate assessed value of the real property
and improvements within the `District and the additional improvement value of the three
parcels based on City Building Permits is approximately 14.86 times the total of the.
Reassessmentlien with respect to the Bonds against the property within the District.
In comparing: the aggregate ap~aised-assessed value of the real. property within the
District and the principal amount of the Bonds, it should be noted that only real property upon
which -there is a delinquent assessment can be foreclosed, and the real property within the
District cannot be foreclosed upon as a whole to pay delinquent assessments of the owners of
such parcels unless all of the real property within the District is subject to a delinquent
assessment. In any event, individual parcels may be 'foreclosed upon to pay delinquent
installments of the assessments levied against such parcels. The principal amount of the Bonds
is not allocated pro-rata among the parcels within 'the District; rather, the total assessment for
the District has been allocated among the parcels within the District according to the benefit
• .spread shown in the Reassessment Report. The value to lien ratio does not include the lien of
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special taxes and other assessments affecting property to the. District. See "Direct and
Overlapping Governmental Qbligations' below and "SECURITY FOR THE BONDS -Priority
of Lieri ' above.
The following value to-lien ratios are comparisons between, Reassessments on parcels as
they are configured: for the current and future tax. years: However, the assessed values to
which they are being compared. are -based on the 'parcels. as they were configured 'in the
previous (2000-01') tax year plus. information- from the City regarding recent improvements to
the property-{see-table-en-page =-7. In the previous year, Assessor's Parcel 1Vo: 047-550-021
was a common area for Assessor's Parcel Nos. 047 55Q=018, 019 and 020 and no assessment lien
was applied to the common. area. Currently, the four parcels were divided into three, removing
the common area and enlarging each. of the three developable parcels. All three parcels have
been improved. within the last .year: The value of the unprovement based on City Buil -ding
Permits has been added.
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CITY OF PETALUIVIA
• ASSESSMENT DISTRICT N0.23, REDWOOD BUSINESS PARK 3
Reassessments and Value to Lien Ratios
Based on Fiscal Year 2001-02 Assessor's Parcel Designations h>
Assessor's Reassessment Percentage Value to
Parcel Number Acres Proper , Owner Lien of Total Lien Lien Ratio
047-550-004 .Savoy Corporation $284,266.00 8.90
047-550-005 Savoy Corporation 235,078.40 7.36
047-550-007 G&W Copley Redwood Business Park 294,806.20 9.23
047-550-015 G&W Copley Redwood Business Park 402,444.00 12.61
047-550-017 G&W Copley Redwood Business Park 552,881.40 17.32
047-550-022 99 AF Petaluma LLC 978,322.20 30.65
047-550-023 G&W Copley Redwood Business Park 313,331.40 9.81
047-550-024 G&W Copley Redwood Business Park 132,870.40 4.16
(1) Fiscal Year 2000-O1 Assessor Parcel: Nos 047-550-018, -019, -020 and -021 .became 047-550-022, =023 and -024
for 2001-02.~
Source: Reassessment Report
Direct and- Overlapping Governmental Obligations
Overlapping ~ local agencies provide public services within the District, and such
agencies have issued general obligation bonds and other types of indebtedness. See
"SECURITY FOR THE BONDS -Priority of Lien." Direct and overlapping governmental .
• obligations as of 1, 2001 are shown in the following table:
CITY OF PETALUMA
ASSESSMENT DISTRICT N0.23, REDWOOD BUSINESS PARK 3
Direct and Overlapping Debt
IBIS to orders
Source: California Municipal Statistics, Inc.
i i
n n
, ,
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=~~~eFei~e~~e-C-e~t~98% . e#ei~ lames-n-~~e-tie . ~r^ '^.,;ed-T~~Ce~~ty
• ~ .
,
• _
_ _
,
°
THE- REDWOOD BUSINESS PARK
The following information' is included to provide general. ,background information on the
Redwood Business Park, which contains the District: One of tlze. properti~ owners 'in the District also
owns property in •tlTe Business Park that is not part of the District, however the Reassessments that
secure the Bonds are attached only on the parcels that comprise -the" District.
General.. The Redwood Business Park is comprised of 101 acres and has been
designated a Planned Community District by the City,, .and ah necessary approvals for full
build-out; have been obtained. At the dime of approval, the Redwood Business Park was '
expected to eextai~be developed with 29 `buildings of approximately 1;227,117 leasable. square
t' feet of.~ flex and office space. • Parking facilities .are planned to include. four spaces: for ,each 1,000
square. feet. of leasable: space. Approximately 26% of the area in the Redwood Business Park is
designated to be landscaped. Currently, :more than 20 buildings ha"ve been completed.
.History. 'The Redwood Business Park consists of three phases- Phase I, Phase II- and
Phase III. Cons_ tructon of Phase I began in 1983. This initial development consisted of
approximately 26-net acres, with 12 buildings (326,117 square feet of leasable space), consisting.
of fhree two-story office buildings and eight single-story flex buildings. The public
improvements required by Phase I were. purchased. by the City with proceeds of the, sale of
$1,2b0,000 Redwood Business. Parke Assessment District No. 16NS Bonds issued in September
1985 (the "No,,16NS Bonds'). These bonds have: been fully defeased, and none of the parcels in
the District are part of Assessment District No.16NS.
Most of Phase II was constructed,in 1988 and .1989,, with approximately 33 acres with'six
buildings •.(113,000 .square feet) with 366;000 .square: feet of leasable .area. Improvements for
Phase II were' funded with 'the issuance of 3;530,000 Assessment District No. 20 Redwood
Business Park No. 2 Bonds (the' "No. 2 Bonds"). Proceeds of the No. 2 Bonds were also used to
refund the '-remaining. No. 16NS Bonds. None of :the assessments .for the No. 2 Bonds overlap
the Reassessments that secure the Bonds.
Construction of Phase III. of the Redwood' Bus_inessPark:commenced in late 1994. All of
`the planned improvements have been completed. The Phase III. area includes property in the
• District. •
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Occupancy Rates. Average. occupancy rates in the Redwood Business Park have
exceeded 90% during the past five years. Current occupancy is 100%.
SPECIAL RISK FACTORS
Tlie following ,information should be considered by prospective investors in evaluating the
Bonds. However, the following does not purport to be an exhaustive listing of risks and other
considerations zohich may be relevant to investing in the Bonds. In addition, the order in which the
following information is presented is not intended fo reflect the relative importance of and such risks.
General
Under the provisions of the Bond Law, Reassessment installments, from which funds
for the payment of annual installments of principal of and interest on the Bonds are derived,
will be billed to properties against which. there are unpaid Reassessments on the regular
property tax bills sent to owners of such properties. Such Reassessment installments are due
and payable, and bear the same penalties and interest for non-payment, as do regular property
tax installments. .Reassessment installments billed will be in aggregate amounts equal to debt
service on the Bonds. See "SECURITY FOR THE BONDS AND SOURCES OF PAYMENT
THEREFOR - Reassessments" herein. .Payments of Reassessment installments made by the
owners of parcels will be applied on a pro-rata basis to all Bonds for which the Reassessment
installments are due and could result in a .lesser amount being applied to the Bonds if the
amount paid by the property owners is less than the total Reassessment installment. It should
• also be noted that=the unwillingness or. inability of a property owner to pay regular property tax
bills as evidenced by property 'tax delinquencies may also indicate an unwillingness or inability
to make regular property `tax payments and Reassessment installment payments in the future.
Unpaid Reassessments do not constitute a personal indeb#edness of the owners of the
parcels within the District and the owners have made no commitment to pay the principal of
or interest onahe .Bonds or to support. payment of the .Bonds in -any manner. Accordingly, in
the event of delinquency, proceedings may be conducted only against the real property
securing the. delinquent Reassessment. Thus, the value of the real property within the
District is a critical factor in determining the investment quality of the Bonds. The unpaid
Reassessments are not required to be paid upon sale of property within the Districf. There
is no assurance. the owners shall be able to pay the Reassessment installments or thaf •they
shall pay such installments even though financially able to do so. See "Owners Not
Obligated to Pay Bonds or Reassessments"below.
In order to pay debt service on the Bonds, it is necessary that unpaid installments of
Reassessments on-'land within the District are paid in a timely manner. Should the installments
not be paid on time, the City has established a Reserve Fund from the proceeds of the Bonds to
cover delinquencies. The Reassessments. are secured:~by a lien on the parcels within the District
and the City has covenanted in certain. circumstances to institute foreclosure proceedings to sell
parcels with delinquent installments to cover such. delinquent installments uz order to obtain
funds to pay debt service on the Bonds. ,
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Failure by owners of the parcels to pay installments of Reassessments when due,
depletion of the Reserve Fund, delay in foreclosure. proceedings; or the inability of the City to
• sell parcels which Have been .subject to foreclosure proceedings for amounts sufficient to cover
the delinquent installments of Reassessments levied against such parcels may result in the
inability of the City to make- full or punctual .payments of debt service on the Bonds and
Owners of the Bonds would therefore be adversely. affected.
Unpaid Reassessments do not constitute a personal indebtedness of the owners of the
parcels within the District. There is no assurance the owners shall be able to pay the
Reassessment installments or that they shall pay such installments even though financially able
to do so.
Owners Not Obligated to Pay Bonds or Reassessments
Unpaid Reassessments do not constitute a personal:indebtedness of the owners of the
parcels within the District and the owners have made, no' commitment to pay the principal of
or interest on the Bonds or to support payment of the Bonds in any manner. There is no
assurance that the owners have-. the ability to pay the Reassessment installments or that, even
if they have the ability, they will choose to pay such installments.. An owner may elect.to not
pay the 'Reassessments when due .and cannot be legally compelled to do so. If an owner
decides that for any other reason it does not want to retain title to the property, such owner
may chose riot to pay Reassessments and to allow the .property to be foreclosed. Such a
choice: may be made due to a decrease in the market value of 'the property, or for other
reasons. A foreclosure of the property will result in such owner's interest in the property
• being transferred to another party. Neither the City nor .any Owner .of the Bonds will have
the ability at any time to seek payment from the owners of property within the District of
any Reassessment or -any principal or .interest .due on the Bonds, or the ability to controlwho'.
becomes a subsequent owner of any property within the District.
Bankruptcy and Foreclosure
The payment of Reassessments and the ability of the City to foreclose the lien of a
delinquent unpaid Reassessment, as discussed in "SECURITY FOR THE BONDS -Covenant to
Commence Superior Court Foreclosure," may be limited by bankruptcy, insolvency, or other
laws generally affecting creditors' rights or by State law relating to judicial foreclosure. In
addition, the prosecution of a foreclosure could be delayed due to lengthy local court calendars
or procedural. delays.
The various legal opinions to .be delivered concurrently with the delivery of the Bonds
(including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of
the various. legal instruments by bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors generally.
Although bankruptcy proceedings would not cause the Reassessments to become
extinguished, bankruptcy of a property owner, or anyone else who claims an interest in the
property; could result in a delay in prosecuting superior court foreclosure proceedings and
could result in delinquent Reassessment installments not. being paid in full. Such a delay
•
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would increase the likelihood of a delay or default in payment.. of the principal of and interest
• on the Bonds.
Availablity,of Funds #o Pay Delinquent Reassessment.Installments
The City will establish a Reserve F-.und to be held by the Paying Agent and deposit and.
maintain therein a portion of Bond- proceeds in the amount. required under the Resolution.
There. is :no assurance that the balance in the .Reserve Fund will be adequate to pay the debt
service on the Bonds in the event of delinquent Reassessment: installments., If, during the
period-. of delinquency., there are insufficient fund"s in the Reserve Fund to pay delinquent
installments, a delay may occur in.payments to the owners of the'Bonds.
Limited. Obligation upon Delinquency
As discussed in the section herein entitled "SECURITY FOR THE BONDS,:' if a
delinquency occurs in the payment of any Reassessment; the City has • the duty to transfer the
amount of such. delinquent Reassessment from the Reserve Fund into the Redemption Fund. If
there are additional delinquencies after depletion of the -Reserve Fund, the City ha"s. no direct or
contingent. liability for payment of the: Bonds in the event of default in the payn-ient of an
Reassessment.installmenthut does have. the duty to. cause to' be undertaken judicial. foreclosure
as:covenanted.in the Resolution. See''Collection of Reassessments' above.
The City's obligation to .advance. monies to pay Bond- debt service in the e"yerit of
.delinquent Reassessment' installments will not. exceed the. balance: in the Reserve'Fund. Dnring,.
' + the'per_i"od of.delinquency if `there are insufficient funds in the.Reserve Fund, a delay may occur,
in payments. to Owners of the Bonds. Notwithstanding; the City may, at its sole. option and at
.its dole' discretion,. elect to advance available surplus funds of the City tapay for any delinquent.
installments - endin sale, reinstatement or redem tion of an Jelin uent ro erty.
p g ~ P y q p P
Collection of the:- Reassessment:
In order to pay- debt service on the Bonds it is necessary that the Reassessment be; paid
in a timely manner. Should' the installments of Reassessments not be paid on time,.funds in the
Reserve. Fund and Redemption. Fund may be utilized to pay debt service on the Bonds to the
extenfi,other funds are not available therefor.
The: Reassessment is to be collected, in the same: manner as ordinary ad valorem- real
property taxes .are: collected, and, except as provided in the spee•ial covenant for foreclosure
described':herein and. in the Act, is to be .subject to the 'same penalties and the- same procedure,
• sale- and .lien priority in ease of delinquency as is provided for ad valorem real property taxes.
Pursuant o "these. procedures, if taxes are unpaid for a period of five years or more, the
property may sold to recover amounts due.
Pursuant to 'the Bond Law, in the event of any .delinquency in the payment of the
.Reassessment occurs, the City may commeriee~'an'action in superior court to foreclose the lien
therefor within specified tune limifs. In such an action, ,the real property subject to the unpaid
amount may be sold at judicial foreclosure .sale. Such judicial foreclosure action is not
mandatory. Amendments to .thee Bond' Law enacted in 1988 and effective January 1, 1989
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provide that under certain circumstances, propertymay be .sold upon foreclosure at a lesser
Minimum Price or without 'a 1Vlinimum Price. "Minimum Price" as used in the Bond Law is
• the amount equal to the delinquent installments of principal or interest. of the Reassessment or,
together with all interest penalties, costs; fees; charges and other amounts more fully detailed in
'the Bond Law. The ~eourt may authorize a sale at less than the Minimum Price if the court
determines that sale at less than the Minimum Price will not result in, an ultimate loss to the
Owners of the Bonds, or; under certain circumstances, if holders of 75 % or more of the
outstanding Bonds consent to such al'e.' However,. there can be no assurance that foreclosure
proceedings will: occur in a timely manner so as to avoid .a delay in payments of debt service on
the Bonds. The City has covenanted, for the benefit of the owners of the Bonds that under
certain circumstances; the City will, commence an action in. the superior court to .foreclose the
lien of the delinquent :installments of the Reassessment against :each parcel of land in the.
District .for which such installment has been billed but has riot been paid, and will diligently
prosecute .and pursue such foreclosure proceedings. to judgment and sale. In the event that
sales or foreclosures of property are necessary, there could be a delay in payments to holders of
the Bonds pending such sales or the prosecution of foreclosure proceedings and reeeiptby the
City of the proceeds of sale if the other sources of payment for the Bonds,. as set forth in the
Resolution, .are depleted. See `'SECURITY FOR' THE BONDS -Covenant to Commence
.Superior Court Foreclosure' and '`BONDOWNERS` RISKS - Bankruptcy and Foreclosure'
herein.
Proposition 218
Under the California Constitution, the power of initiative is reserved to the voters for
the purpose of enacting statutes and constitutional amendments. Over past years, the voters
have exercised this power through the adoption of Propositions 13 and similar measures,
including the approval of Proposition 218 iri the general election held on November-x5,,1996.
.Proposition 218 added Articles XIIIC and XIIID to the California Constitution, imposing
certain vote requirements .and. other limitations on the ;imposition, of new or increased taxes;
assessments and property-related fees and- charges. Proposition 218 states that, all taxes
imposed by local governments shall be deemed to be either ,general taxes or special taxes.
Special purpose .districts, including school districts, -have no power to levy general taxes. No
local government may impose, extend; or increase any general. fax unless and until -such. tax is
submitted ~to the electorate and. approved by a majority vote. No local ,government :may
impose;: extend• or increase any special tax unless and until such. tax is subritted • to the
electoratesand,approved by a two-thirds`vote.
Proposition 21'8 also provides that no tax, assessment; fee or charge shall be assessed by
any agency upon any parcel. of property or upon any person as an incident of property
ownership except: O the ad valorem property tax imposed pursuant to,Article XIII and Article
XIIIA of the California Constitution, (ii) any special tax- receiving a two-third vote pursuant to
the California Constitution, and (iii) assessments, fees and charges for property related services
as provided in 'Proposition 218. Proposition :218 then goes on ao add voter requirements for ,
assessments and fees and charges:irnposed as an incident of property ownership, other than
fees and charges for sewer, water, and refuse collection services. The assessments securing the
Prior Bonds were approved by a majority of the voters in the District, to the extent required
under Proposition 218.
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• .Proposition 218 also removed any constitutional or other limitation on the exercise of
the initiative power to reduce or repeal any local taxes; assessments, fees and charges. This
provision. with respect to the initiative power is not limited to: taxes imposed on or after
November. 6,1996; the effective date of Proposition, 218, and could result in retroactive repeal or
:reduction in any existing taxes, assessments;, fees and charges, subject to overriding federal
constitutional principles .relating to the impairments of contracts.
The :foregoing discussion of Proposition 218 should not be considered an exhaustive or
authoritative treatment of the issues. The City does. not expect- to be in a position to control the
. consideration or disposition of these issues and cannot predict the timing or outcome of any
judicial or legislative .activity- in this regard. Interim rulings; final decisions, legislative
proposals and legislative enactments may all affect the impact of Proposition 21'8 on .the Bonds
as well as the market for the Bonds. `Legislative and court calendar delays and other factors
may prolong any uncertainty regarding the effects of Proposition X21$.
Thee interpretation. and application of Proposition 218 may ultimately be determined by
the courts with respect to a number of the matters discussed above, and it is not possible at this
time to predict with certainly the outcome of such determination.
Hazardous Substances
While governmerifal taxes, :assessments and charges .are a common claim against the
value of a taxed parcel, other less common claims. maybe .relevant: One of the most serious in
• ferrns of'the potential reduction in the value hat may be realized to pay the Reassessment is a
claim with regard to a hazardous substance. In general,, the owners and. operators. of a parcel
within the District may- be .required by law to remedy conditions of the parcel relating to
:releases or threatened ~ releases of hazardous substances. The federal Comprehensive
Environmental Response,. Compensation and Liability Act of 1980, sometimes referred to as
"CERCLA" or "Superfund Act;' is .the most, well known and widely applicable of 'these laws,
but California laws with regard to hazardous=substances are also stringent and similar. Under
many of these laws, the owner (or operator} is obligated to remedy a hazardous substance
condition of property whether or not the owner (or operator,) has anything to do with creating
or handling the hazardous substance. The effect therefore,. should. any of the. parcels within the
District be affected.by a hazardous substance; is to reduce the marketability and value of the
parcel- by the costs of remedying the condition; because 'the: owner is obligated. to remedy the
condition. Further,, such. liabilities may arise not simply from ;the existence. of a hazardous
substance but from :the method of handling it. All of these possibilities .could significantly
affect .the- value of a property that is realizable upon.a delinquency and foreclosure. The City is
not aware: that°the owner (or operator) of any of the land within the District has such a current
liability with respect. to such land,. however, the City has not uizdertaken any independent
.investigation :into the existence of any such liabilities and it is possible that such liabilities do
currently exist and that the City is not aware of them.
Future Overlapping Indebtedness
The ability of an owner of land within the District to pay the Reassessments could be
affected by the existence of other taxes and assessments imposed upon the property subsequent
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t
to the date of issuance of the Bonds. In addition, ,other ':public agencies whose boundaries
• overlap those of the District could, without the consent :of the City, and in certain cases without
the consent of the .owners of the land within the District, impose additional taxes or assessment
liens on the property within the District to finance public .improvements to be located inside of
or outside of the District.
The Reassessment and each installment thereof and any interest and penalties thereon
constitute a lien .against the parcels on which they were imposed until the same .are paid. Such
lien is subordinate to all fixed special assessment liens previously imposed upon the same
property, but has priority over all private liens and overall fixed special assessment 1'iens which
may thereafter be created .against the property. Such lien is co-equal to and independent of the
.lien for general taxes and any lien imposed under the Mello-Roos Community Facilities Act of
1982, as amended.
No Acceleration Provision
The Resolution does not contain a provision allowing for the acceleration of the
principal of the Bonds in the event of a payment default or other default under the terms of the
Bonds or the Resolution.
CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS
• Property Tax Rate Limitations -Article XIIIA
On June 6, 1978, the California voters added Article XIIIA to the California Constitution
which limits the amount of any ad valorem taxes on real property to one percent (1 of its full
cash value, except that additional ad valorem property taxes may be levied, to pay debt service
on indebtedness approved prior to :July 1, 1978 .and (as a result of an amendment to
Article XIIIA approved by Califor-nia voters on Jurie 3,.1986) on bonded indebtedness for the
acquisition or improvement of real, property which has been approved on or after July 1, 1978,
by two-thirds of the voters voting on such indebtedness. Article. XIIIA defines full cash value to
mean "the. county assessor's valuation of real property as shown on the 1975-76 tax bill under
full cash value, or thereafter, the appraised value of real property when purchased, newly
constructed or a change in ownership has occurred after the 1975 assessment period." This
cash value may be .increased at a rate not to exceed two percent (2%) per year to account for
inflation. The United States Supreme Court has upheld the validity of Article XIIIA in a case
decided. in June 1992.
Article XIIIA as originally implemented has been amended to permit reduction of the
"full cash value" base in the event of declining property values caused by damage, destruction
or other factors, to provide that there would be no increase in the "full cash value' base in the
event of reconstruction of property damaged or destroyed in a disaster and in various other
minor or technical ways.
Legislation Implementing Article XIIIA
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• Legislation has been enacted and amended a number. of times since 1978 to implement
Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any ad
valorem property tax. The 1'% property tax is ,automatically levied annually by the county and
distributed according, to a formula among taxing agencies. The formula apportions the tax
roughly in proportion 'to the relative shares of taxes levied prior to 1978. Any special tax to pay
voter-approved indebtedness is levied in addition. to the basic 1 % property tax.
Increases of assessed valuation resulting from reappraisals of. property due to new
construction, change in ownership. or from the 2% annual adjustment are allocated among the
various jurisdictions in the "taxing area' based upon their .respective "situs." Any such
allocation made to a local agency continues as part of its allocation in future years.
Beginning in the 1981-82 :fiscal year, assessors. in California no longer record property
values on tax rolls at the assessed value of 25 % of market value which was expressed as $4.00
per $100 of ,assessed value. All taxable property is now ,shown at full market value on the tax'
rolls. Consequently, the basic tax rate is expressed as $1 per $100 of taxable value.
Appropriation Limitation -Article XIIIB
On November 6, 1979; the voters of the State approved Proposition 4, known as the
Gann -Initiative; which added Article XIIIB. On June. 5, 1990, the voters approved
. Proposition 111, which amended Article XIIIB in certain respects. Under Article XIIIB, as
.amended, state and local government entities have an annual "appropriations limit" which
• limits the ability to spend certain moneys which are called "appropriations subject to
lirnitatiori' (consisting of most tax revenues and certain state subventions, together called
"proceeds of taxes' and certain other funds) in an amount higher than the "appropriations
limit:" Article XIIIB does not affect the appropriation of moneys which are excluded from. the
definition of "appropriations limit'' including debt service on indebtedness existing or
authorized as of January 1,1979; or bonded indebtedness subsequently approved by two-thirds
of the voters.
In general terms, the "approprations limit" is to be based on the adjusted fiscal year
19$6-87 appropr-iations limit, which is traced back through an annual adjustment process to the
1978-79 fiscal year. Annual adjustments reflect changes in California per capita personal
income (or, at the City's option, changes in assessed value caused by local nonresidential new
construction), population and services provided by these entities. Among other provisions. of.
Article XIIIB, if the revenues of such entities in any fiscal year and the following fiscal year
exceed the amounts permitted to be spent in such years, the excesswould'have to be returned
by revising tax, rates or fee schedules over the subsequent two years. _
•
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Property Tax. Collection-Procedures
• In California, property which is subject to ad valorem: taxes'is classified as "secured" or
"unsecured." The "secured roll" is that. part of Elie assessment roll containing state-assessed
public utilities' property and property the taxes: on which are a lien on real property sufficient;
in the opinion of the .county :assessor; to secure payment of the taxes. A tax levied on unsecured
property does not become a lien against such unsecured property, but may become. a lien on
certain other property owned by the taxpayer. Every tax which becomes a lien on secured
property has ,priority over all other liens arising' pursuant to State law on -such secured
property, regardless of the time of the creation of the other liens. Secured and unsecured
property are entered, separately on the assessment roll maintained by the county assessor. The
method of collecting delinquent' taxes is substantially different for the two classifications of
property.
.Property taxes on the secured roll are due in two installments, on November 1 and
February 1 of each .fiscal year: If unpaid, such taxes become delinquent on December .10 and
Apri1:10, respectively, and. a 10% penalty attaches to any delinquent payment. In addition
property 'on the secured roll with respect to which taxes are due is delinquent on, or about
June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the
delinquenf~taxes and a delinquency penalty, plus a redemption penalty of 1°1° per month to the
time: of .redemption. If taxes are unpaid for a period of five years or~ more; the property is
deeded to the State and then is subject to sale by the county tax collector.
Historically; property taxes are levied for each, fiscal year on taxable real..and personal
property situated in the taxing jurisdiction as of the preceding January 1. A bll:enacted in 1983,
SB 813 (Statutes of 1983, Chapter 498),,however; provided.for the supplemental assessment and
taxation of property as of the occurrence of a change of ownership or completion of neiv
construction. Thus, this .legislation .eliminated delays in the realization of increased property
taxes from new assessments.. As amended, SB 813 provided increased revenue. to, taxing
jurisdictions to the extent that supplemental assessments of new construction or changes of
ownerslip occur subsequent to the January 1 lien date.
Property taxes on the unsecured. roll are due on the January 1 lien date and become
delinquent, if unpaid on the following August 31. A ten. percent (10 penalty is also .attached
to delinquent taxes in respect of property on the unsecured roll, and further, an additional
penalty of 1-1/2°lo per month. accrues with respect. to such taxes beginning the first day of the:
third month following the delinquency date. The taxing authority has four ways of ;collecting,
unsecured. per"sonal~property taxes: (1) a civil action against the .taxpayer, (2) filing a certificate
in the office of the county clerk specifying certain facts in order to obtain a judgment, lien on
certain property of 'tlte taxpayer, (3) filing a certificate of delinquency for record in the county
recorder's; office, iii order fo obtain a lien on certain property of the taxpayer; .and (4) seizure
and sale. of ,personal property, improvements or possessory interests belonging or assessed to
the assessee: The exclusive means of enforcing the payment of .delinquent taxes in respect of
property on the secured roll is the sale of the property securing the taxes to the State for the
amount of taxes which are delinquent.
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LEGAL MATTERS
• Tax Matters
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California,
Bond Counsel, subject, however to the qualifications 'set forth below, under existing law, the
interest on the Bonds is .excluded from gross income for federal income tax purposes and such.
interest is not an item of tax preference for purposes of the. federal alternative minimum tax.
imposed on individuals and. corporations, provided; however, that, for the purpose of
computing the alternative minimum tax imposed on corporations (as defined for federal
income tax purposes}, such interesf'is taken into account in determining certain income and
earnings.
The opinions set forth in the preceding paragraph are subject to .the. condition that- the
City comply with all requirements of the Internal Revenue Code of:1986 (the "Code") that must
be satisfied subsequent to the issuance of the Bonds in order that such interesf be, or continue to
be, excluded from. gross income for federal income tax purposes:. The City has covenanted to
comply with each such requirement. Failure to comply with cer~tairi of such requirements may
cause the inclusion .of such interest in gross income for federal income tax purposes to be
retroactiveto the date of issuance of the Bonds.
In the further opinion of Bond Counsel, interest on the Bonds is exemptfrom California
personal income 'taxes.
Owners of. the.. Bonds should also be aware that the. ownership or disposition of, or the:
accrual or. receipt of .interest on, the Bonds may have. federal or state tax consequences other
than as :described above. Bond Counsel expresses no opinion regarding. any federal or state tax
consequences arising with respect to the Bonds other than as expressly described above.
Absence of Litigation
No ;litigation is pending or threatened. concerning the. validity of the Bonds. There is no
action, suit or proceeding known by the City to be pending at the present time restraining or
enjoining; the delivery of the Bonds, or in any way contesting or affecting the validity of the
Bonds qr .any proceedings of tle' City taken with respect to .the execution thereof. A no
litigation certificate executed ~by the City will be delivered to 'the Underwriter simultaneously
with; the delivery of the Bonds.
Legal Opinion
All ,proceedings in connection with the issuance of the Bonds are subject to the approval
as to their legality of Jones Hall, A Professional Law Corporation, San Francisco; California,
Bond Counsel for the City in connection with the, Bonds.. Bond Counsel's employment is
limited to :a review of legal .procedures required for the approval of the Bonds and to rendering
an opinion as to the validity of the Bonds and the exemption of interest on the Bonds from
income taxation. Jones Hall is also Disclosure Counsel to the City. `Payment of the fees of Jones
• .Hall as Bond Counsel and as Disclosure Counsel is contingent upon issuance. of the Bonds.
-27-
MISCELLANEOiJS'
Continuing Disclosure
The City has covenanted for the benefit of holders and beneficial owners of the Bonds to
provide certain.financial information and operating data (the "Anntzal:Report") relating to the
_ City by not later than nine months following the end of the City's fiscal year, commencing with
.the report for the 2000-01 Fiscal Year and to provide notices' of, the occurrence of certain
. enumerated events, if material. The Annual Report will. be fired by the City with each
Nationally Recognized Municipal Securities Information. Repository, and with the appropriate
State information repository, if :any (collectively; the '"Repositories"). The specific nature of the
information to be contained in the Annual .Report. or the notices of material. events is
summarized below -under the caption in "APPENDIX C - Forrn of Continuing Disclosure
Certificate." The City.has never failed to comply in all material .respects with ary .previous
undertakings with respect to the Rule 15c2-12(b)(5) to provide annual financial information or
notices of material events.
'No Rating,
The City .has not made, and does not contemplate making, an application to any rating
agency for the'assignment of a rating of the Bonds:
• Verification of Mathematical Accuracy
.independent accountants, upon issuance of
the Bonds, will deliver a report on the mathematical accuracy of certain computations;
contained in schedules provided to them which were- prepared by~the City, relating to the
sufficiency of amounts on deposit in the Escrow Fund to spay, when due, the principal, interest
and prepayment premium requirements of the 1995 Bonds. ,
The repor-t of. will. include the. statement that the scope.of its
engagement 'is limited. to verifying the mathematical accuracy of the computations contained in
such schedules provided to it, and that it has' no obligation to update its report- because of
..events: occurring, or data. or information coming to its attention, subsequent to the date of `its
report:
Underwriting '
The Bonds; are .being, .purchased by Ibis Securities, LLC (the "Underwriter") at a
purchase price of $ (representing the par -amount of the Bonds )and
less underwriter's- discount of $ The. Purchase Contract relating to the Bonds
provides that ,all Bonds will be purchased,if any are purchased, and that the obligation to make
such purchase is subject to certain- terms and conditions set forth in said Purchase Contract,
including, but not limited to, the approval•of certain legal„matters by counsel.
-28-
Additional Information
• ' References are. made herein to certain d_ocurnenfs aril reports which. are brief summaries
. thereof which do not purport to be complete or definitive; and reference is made to such
documents and reports for full and complete statements of, the contents thereof.
Any statements in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the City and the
purchasers or Owners of any of the Bonds.
The execution and delivery of this Official Statement has been duly authorized by the
City.
CITY' OF PETALIJMA
By:
-29-
APPENDIX A
- REASSESSMENT DIAGRAM
•
•
A-1
APPENDIX B
FORM' OF BOND COUNSEL OPINION
•
B-1
. ~
1 -
.
\A`
\L ` kM
' e ` oRdl10
~ ' OATIWJ
I
m~
- ~ ' 047-55-15 ~
i a
o47-ss-oa LOCATION MAP
? ` ~j,~ _ xD[ m scuF
~`9p 1..FlLED IN THE OFFICE OF THE CRY CLERK OF THE
\ CRY OFPETALUMA THIS DAY OF
~ 04~-55-05 2001.
` BENIiLY KUNE, CRY CLERK
' \ CRY OF PETALUMA, CJJlFORNU
047-55-1J 2. A RFASSESSMEM ;WAS LEVIED BY THE CRY COUNgL ON
THE IA1S; PIECES; ANp PARCELS OF LAND SHOWN ON
. ~ ~ THIS REASSESSMENT DWORAM. SAID REASSESSMENT WAS
` GG ` LEVED ON THE _ pAY OF_, 2001; SA10
' ` ~j 'WERE RECOROmD' N~TFiE OFFCE OF~E DIRECTORROF
• ` ~ ~ PUBIIC fACILDIES.AND SERVICES/SUPERINTENDENT of
i f STREETS;OF THE'CTIY OF PETALUMA ON THE _ QAY
' ` Q OF 2001. REFERENCE IS'MADE TO
. \ 047-55-22 ; .THE REASSESSMENT ROLL RECORDED IN THE OFFCE OF
I 1. THIS REASSESSMENT OLIGRAM SUPERSEDE THE ASSESSMTHIS THE DIRECTOR-0F PUBLIC FACILIRES AND SERVCES/
SHOWN ON 1HE ASSESSMENT DIAGRAAI.OF THE g1YOF,PETALUMA SUPERINIQNEM OF SiREElS FOR ~7HE EXACT AMOUNT
j ASSESSMENT DISTRICT NO. 23, REDWOOD BUSINESS PARK 3 ~ \ ~ OF„EACHRFASSESSMENT LE41Ep AGAINST EAgiPARCEL
~ RECORDED Ai THE HOUR OF O'GDCK _ M. IN 047-55-07 / OF lAND SNOWN ON THIS REASSESSMENT DIAGRAM.
BOOK AT PAGE _ OF MAPS OF'ASSTSSMENT \
DISTRICT IN THE OFFCE OF 1HE COUNtt RECORDER OF THE
COUNTY OF SONOMA, SGTE OF CALIFORNIA \ 047_ / ~ BEVERLY KLINE, CITY CLERK
' 2. REFERENCE IS HEREBY MADE TO THE MOPS OE RECORD IN THE ~'Z.? ~ CTIY OF PETALUMA CALIFORNI4
OFFlCE.~ THE ASSESSOR OF THE COUNTY Of SONOMA FORA -
' Of:7A1LID DESCRIPTION OF THE LING AND DIMENSIONS OF PNY ~ • e ® 0 3, RECORDED IN THE, OFFTCE OF THE DIRECTOR OF PUBLIC
_ pARUCEIS SHOWN HEREIN, WHICH IMPS, SHALL. WYERN FOR ALL O, ^ FACIUIIES~.rWD'.SERVICES/SUPERINTENDEM OF STREETS,
VJ ~ qfY OF :PETALUMA, TIUS _ pAY Of 2001.
HI~MTAY
RICK SKLADZIEN
DIRECTOR OF PUBLIC FACMIES AND
! ~GEN~: GRAPHIC SCALE SERVICES/SUPERINTENDENT OF STREETS
i
- - - - ASSESSMENT DISTRICT BOUNDARIES °0 ~ M0 ~ a. FlLED THIS oar of 2001, Ar THE
.HOUR OF_0'CLOCK M, IN BOOK OF
- 047-55-05 ASSESSORS PARC0. NUMBER T TK vat' 1 ~ MAPS OF ASSESSMENTS MLD COMMUNTIY FACIOIIES
DISRtICTS AT PACE" M THE OFFICE OF THE
~ imh • ~ R COUNtt RECORDER~FII E COUNTY OF SONOMA,
STATE OF C.WFORNV: -
I
REASSESSMENT DIAGRAM DouNn RECORDER
ASSESSMENT DISTRICT N0. 23 °F
_~r__m . , p_.. , REDWOOD. BUSINESS .PARK 3 (REASSESSMENT AP1D ~ REFUNDING OF-_2001) ~ - & A - ~ ~ - - .
CRY OF PETALUMA, COUNTY OF 3dNOMA `~~~u,~ .
STATE OF CALIFORMA '
I ~ ~ DATE 0 2001 SHEET. 1 OF 1
a\vcnLLAU~dACRUr\A~;m-Irw\xmwooDuAC '
i