HomeMy WebLinkAboutAgenda Bill 2.I 05/03/20044
MAY 0 3 2004
CITY OF PETA.LUMA, CALIFORNIA
AGENDA BILL
_�2 T itle Ag e nda T Resolution of the City Council of.Petaluma of.,
Meeting Date: May 3, 2004
( ,T) intention to levy reassessment. (2) authorizing the issuance and
sale of limited obligation refunding improvement bonds relating to
in
: �M4y, 3,, 2004
Assessment District No. 24 (Lakevi Highway) and Assessment
Meeting Time: Z 3:00 PM
District No. 25 (McNear Landing), :and approving related
❑ 7:00 PM
documents and authorizing officiat, a ction _ s.
' ring
Category (check one): E] Coiisektalendar ❑ Publicilea , Z. New Business
❑ Unfinished Business ❑ Presentation
Department:
I'Director:
Contact. Person:,
Phone Number:
'Finance/City Manager
I . Michael Bierman
Joe Netter
'778-432'3
Cost of Proposal: $115,000 '(cost of issuance)
'Account Number: 8524 and 8525
Niftne of Fund: AD 24 and AD 25
Amount Budgeted: to be.-paid from bonds prold-eeds, approximate
annual savings $31;000, j 000, estim atedlotal savings $205,000
Attachments to Agenda Packeffteni:
Resolution of Intention to Levy Reassessment& and Issue, Limited Obligation Refimdinig Improvement
Bonds
2. Resolution adopting Reassessment Reppf-tand Confirming and Ordering Reassessments pursuant to
Summary Proceedings and Directing Related Actions
3. Resolution authorizing Issuance of Limited'ObligationRefunding'hnprovement Bonds (Consolidated
Reassessment and Refunding District of 2004-Assessment Districts, 24 and 25) 1
4. Draft Reassessment Report for Assessment District N.o,.,, 24,(Lakeville Highway) and No. 25 (McNear
Landing).
5. Preliminary Official Statement
6. Professional Service Agreement Addendums for MuniFinancial (re- assessment engineer), Jones Hall
(disclosure and bond counsel),: and.X611ing, Northcross Nbbnga,(finan (financial advisor)'
E
Summary Statement- In August 1995, Assessment District No. 24, Lakeville Highway Assessment
District was formed `by the City to finance th e construction and acquisition of public improvements to
10
benefit the District g o
includin the, street improvements in and along Lakeville Hi
in ghway, storm drainage
'signallz4tion,
improvements traffic ;landscaping and acquisition of right-:ofwway. In August 1996,
approximately $26` million in Assessment District No. 24 Bonds were issued to finance these
improvements. The coupon interest rates on the outstandin g 1996 Bonds range from 5.5% to 6.4 a
final maturity on September 2, 2021.
JnJune, 1997, Assessment District No. 25, McNear Landing Assessment District was fbrined by the City to
finance the acquisition- of public. improvements to' benefit the: District inclu the street improvements in
South Petaluma. Boulevard along the frontage of the McNear Landing development; Walkway
, improvements In the River Walk bordering this development; park improvements the•park located within
• this development, and Wa and sewer improvements within the development. In October .1997, ;$1.8
million in Assessment 'District No. 25 Bonds were issued to finance these improvements. The, coupon
interest rates On the outstanding 1997 Bonds - range from 5.5% to 6.5% with a final maturity on September
2, 2018.
The ,Cityy's financial advisor, the fuln of Kelling, Northeross & Nobri g that the
ga, is recommendin
outstanding, 19 and 1997 Bond be refinanced at an approximate all in interest rate , of 5.5% (All1n True
Interest Cost, (TIC)).
Based upon current market, the annual cash savings will be -in
sh - flow excess of $31,004 and. estimated net
present value savings: is $205,000. This is,after $115,000 associated with the oost.,of issuance i has been
paid. These costs include a $2.5,000 administrative' fee to be paid to the City of Petaluma. . These expenses
will be paid from the proceeds of bonds so that no appropriation is required.
The maturity,dates of the consolidated bond issue will remain, the same as the refunded issues.
Therefore, the purpose of this item -is to request the Council:
• authorize the levy of reassessments and the issuance and sale of limited obligation refunding
improvement bonds in the aggregate principal al amount not to exceed $3.6 million;
• approve" Reassessment Report and other financing documents;
• approve the preparation and distribution of the Official Statement;
'
• authorize and approve' all actions taken by the officers an agents of the 'Counc Council with respect to the
issuance of the bonds and authorize the, preparation of a purchase contract for the bonds
I
Retoinmended City . Council .Action /Suggested Motion: it is recommended that the Petaluma C ity
Council adopt the resolutions in Attachment I.
Reviewed by Finance Director:
Reviewed by City Attorney:
Approwd by,Cit a g
y Man e -
Date:.
Dat
Today's Date:
Revision, # and Date Revised:
File'Code:
#
s \accobhtdiit\cinde\wo.rdCqontracts�aad
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• CITY OF PETALUMA, CALIFORNIA
MAY 3, 2004
AGENDA REPORT
FOR
RESOLUTION OF THE PETALUMA CITY COUNCIL OF INTENTION TO LEVY
REASSESSMENTS AND AUTHORIZING THE ISSUANCE
AND SALE OF LIMITED OBLIGATION REFUNDI-NG�IM:PROVEMENT BONDS
RELATING' TO THE REFUNDING Of BONDS ISSUED
FOR ASSESSMENT DISTRICT NO.24- LAKEVILLEHIGHWAY AND ASSESSMENT
DISTRICT No. 25- M c, NEAR LANDIN G�
G AND APPROVINRELATED DOCUMENTS AND
AUTHORIZING OFFICIAL ACTIONS
1 EXECUTIVE SUMMARY
In 1996, the Petaluma City Council issued $2,57-2,611 in Limited Obligation Bonds Series
1996-2. finance certain improvements within the. within the `Lakeville Highway Assessment
District. The coupon interest, rate on the Series 1996 -2. Bonds range from 5.5% to 6.4% with
a final maturity on September 2, 2021. In 1.997, the Petaluma City- Council issued
$1,800,000 in Limited. Obligation Bonds — McNear Landing Assessment District No. 25 to
finance certain improvements within the within the McNear Landing Assessment District.
The coupon interest rate'. 1:997 Bonds range from 5'.5 %o to 6.5 % with a final maturity
on September 2, 2018. - F
The City's financial advisor, the "firm of Kelling, Northcross & Nobn* ' ' is recommending
that both' series of bonds be refinanced at ,an approximate interest rate of 5.5 % (All In True
Interest Cost (TIC)). The estimated net savings is $205;000.
Therefore, the purpose of this:item -is to request the' City Council:
• authorize the levy of reassessments and the issuance and .safe of limited obligation
refunding improvement bonds in the aggregate principal amount not to exceed $3.6
million;
• approve Reassessment'Report and other financing documents;
• approve the preparation and distribution of the Official Statement;
• authorize and approve all actions taken by the officers and agents of the Council with
respect to the issuance of the bonds:
2. BACKGROUND
As a result of the .recent. decline, in interest rates, the Agency's financial advisor, Kelling,
Northcross & Nobriga,,`has examined the feasibility of refinancing the Lakeville Highway
and `McNear Landing limited obligation improvement bonds. An analysis revealed that
refinancing the bonds would.'result'in a net present value savings of approximately $205,000.
The average interest "rate would drop from over 6.3% to 4.9% and the districts would save in
approximately of .$31,000 1year in debt service through 2017, split approximately evenly
between the two districts.
• 3. ALTERNATIVES
No ReBnan'cing: Under this alternative, the agency would retain the 1996 and 1997 bonds at
high coupon interest rates of 5.5% to 6.4 %, foregoing a net present value savings of
approximately $205,000 over the life of the assessment district bonds. This alternative does
not minimize the taxes paid by the property owners.
4. )FINANCIAL IMPACTS
The proposed refinancing of the 1996 and 1997 Bonds would result in a net present value
savings of approximately $205,000. This is after the expenses associated with the cost of
issuance have been paid. Costs for issuance are estimated as follows:
Reassessment Engineer:
$ 8,900
Printing:
$ 10,000
Trustee/Escrow Agent
$ 2,500
Verification:
$ 2,000
Bond Counsel/Disclosure Counsel (Jones Hall):
$ 41,500
Financial Advisor (Kelling, Northcross & Nobriga):
$ 25,000
City Administration Fee
$ 25,000
Total Cost of Issuance:
114 900
S Expenses associated with the transaction will be paid from the proceeds of bonds. Therefore,
no appropriation is required. (Please see Attachment II.)
CONCLUSION
The Agency's financial advisor has concluded that it is cost- effective to refinance the 1996
and 1997 bonds, estimating that a net savings of $205,000 will occur from the proposed
action.
-- Issue Bond Activity
-- Maximize Income
-- Expenditure Priority
6. OUTCOMES OF PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR
COMPLETION:
Successful completion of bond refunding, with sale of bonds on May 19, 2004 and closing on
June 8, 2004_
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7. RECOMMENDATIONS:
It is recommended that the Petaluma
a City Council adopt the resolution in Attachment I which
provides:
• authorize the'levy of reassessments and the issuance and sale of limited obligation
refunding improvement'bonds in the aggregate principal amount -not to exceed $3.6
million;
• approve Reassessment Report and other financing documents;
• approve the preparation and distribution of the Official Statement;
• authorize and approve all actions taken by the officers and agent's of the Council with
respect to the issuance of the bonds.
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Resolution No. 2004- N.C.S.
• of the City of Petaluma
INTENTION TO LEVY REASSESSMENTS AND TO ISSUE
LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS
UPON THE.SECURITY THEREOF
Consolidated Reassessment and Refunding District of 2004
(Assessment Districts Nos. 24 and 25)
RESOLVED; by the City Council (the "Council ") of the City of Petaluma (the
"City "), County of Sonoma, (the "County ") California:
WHEREAS, this Council has heretofore conducted the special assessment
proceedings for the assessment districts (the "Prior Districts ") and issued the
improvement bonds (the "Prior Bonds ") of the City, all as described in Exhibit A
attached hereto and hereby made 'a part hereof, and reference is hereby expressly
made to Exhibit A for further particulars, including the numbers and dates of authorizing
resolutions, dates and amounts of the Prior Bonds; and
WHEREAS, the public interest requires the refunding of the Prior Bonds and this
Council intends to accomplish such refunding through the levy of reassessments in and
for the City's proposed Consolidated Reassessment and Refunding District of 2004
(Assessment Districts Nos. 24 and 25) (the "Reassessment District ") and the issuance
of limited obligation refunding improvement bonds (the "Bonds ") upon the security of
the unpaid reassessments therein, a portion of the proceeds of which Bonds shall be
used to refund the Prior�Bonds.
NOW, THEREFORE BE IT ORDERED by the Council , of the City as follows:
1. Authority. The proceedings for the levy and collection of reassessments
as security for the issuance and payment of refunding bonds shall be conducted
pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5
(commencing with Section 9500) of the Streets and Highways Code of California (the
"Act"
2. Boundary .Map. The contemplated reassessments and refunding, in the
opinion of this Council, are of rSpecial benefit, and the costs and expenses thereof are
made chargeable upon -the Reassessment District, the exterior boundaries of which are
shown on a map thereof to be filed in the office of the City Clerk, to which map
reference is hereby made for further particulars. The maps indicates by boundary lines
the extent of the territory included in the Reassessment District and shall govern for all
details as to the extent thereof.
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3. Public Property Omitted. This Council declares that all public streets,
highways, lanes and alleys within the Reassessment District in use. in the performance •
of a public function shall be omitted from the reassessment to be made to cover the
costs and expenses of the reassessment and refunding, except to the extent that such
properties shall be found to specially benefit from such reassessment.
4. Reassessment and Report. The reassessment and refunding are hereby
referred to MuniFinancial, Temecula, California, a qualified firm employed by this City
for the purpose hereof (the "Reassessment Consultant "), and the Reassessment
Consultant is hereby directed to make and file with the City Clerk a reassessment report
in writing, presenting the following for the Reassessment District:
(a) A schedule setting forth the unpaid principal and interest on the.
Prior Bonds to be refunded and the total amounts thereof;
(b) The total estimated principal amount of the reassessment and of
the Bonds 'to be secured by the unpaid reassessments and the maximum
interest thereon, together with an estimate of cost of the reassessment and of
issuing the Bonds, as defined by subdivision (a) of Section 9600 of the Act;
(c) The auditor's ,record kept pursuant to Section 8682 of the Streets
and Highways Code of California showing the schedule of principal installments
and interest on all unpaid original assessments for the Prior Bonds , and the total
amounts thereof;
(d) 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 prepared in the manner described in such Section 8682; and
(e) A reassessment diagram showing the Reassessment District and
the boundaries and d.imensions of the subdivisions of land and any zones within
it. 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.
When any portion or percentage of the costs and expenses of the reassessment
and refunding is to be paid from sources other than the reassessments, the amount of
such portion or percentage shall first be deducted from the total estimated cost and
expenses of the reassessment and refunding, and the reassessments shall include only
the remainder of the estimated cost and expenses. If any excess rshall be realized from
the reassessment it shall be used, in such amounts as this Council may determine, in
accordance with the provisions of law, in a manner or manners to be provided in these
proceedings.
5. Refunding Bonds. Notice is hereby given that the Bonds to represent the
unpaid reassessments, and in the form(s) of serial /or term bonds, and bearing interest
at the rate or rates of interest to be determined at the time of sale thereof, but not to
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exceed the maximum rate authorized by applicable law at time of such sale, will be
• issued in these proceedings in the manner provided by the Act, the last' installment of
which Bonds (or series thereof) shall mature on a date that is not later the final maturity
of each of the issues of the Prior Bonds being refunded. The City will not obligate itself,
to advance available funds from the treasury of the City to cure any deficiency in the
redemption fund to be created With respect to the Bonds; provided, however, that a
determination not to obligate itself shall not' prevent the City from, in its sole discretion,
so advancing the funds.
6. Bond Call Procedures: Part 11.1 of Division 10 of the Streets and
Highways Code of California, 'providing for an alternative procedure for the advance
payment of reassessments and the calling of bonds, shall apply to the Bonds issued
under these proceedings.
7. Consultants. For the purposes of the reassessment and refunding
proceedings, the law firm of Jones Hall, A Professional Law .Corporation, San
Francisco, California, is hereby appointed as bond counsel ( " Bond Counsel "), Brandis
Tallman LLC, San Francisco, 'California, is hereby appointed as underwriter (the
"Underwriter") and Kelling, Northcross & Nobriga, Oakland, California is appointed
financial advisor (the "Financial Advisor"). The appropriate officers of the City are
hereby authorized . and directed -to enter into appropriate agreements with such
consultants for their services in the proceedings.
8. Effective Date. This resolution shall take effect upon the' date of its
0 adoption.
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INTRODUCED AND PASSED:
AYES: •
NOES:
ABSENT:
ABSTENTIONS:
APPROVED:
Mayor
ATTEST:
City Clerk.
City Manager
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EXHIBIT A
CITY OF PETALUMA
Consolidated Reassessment and Refunding District of 2004
.(Assessment Districts Nos. 24 and 25)
DESCRIPTION OF PRIOR DISTRICTS AND PRIOR BONDS
Prior Districts .& Bonds Prior Bonds Terms
Assessment Bond Bond Original Scheduled
District/ Res Res Bonds Redemption Principal. Principal Final
Bonds No. Date Dated Premium Amount Remaining Maturity
Limited Obligation Improvement Bonds
City of Petaluma
Assessment District No. 24
Lakeville Highway Road Improvements
Series1996 -2 96- 202NCS 7/15/96 8/7/96 3% $2,572,611 $ 9/2/2021
Limited Obligation Improvement Bonds
City of Petaluma
McNear Landing
Assessment .District No. 25 97- 29ONCS 10/20/97 10/30/97 3%
` Interest Payment Dates for all of the Prior Bonds are March 2 and September 2.
$1,800,000 $ 9/2/2018
A -1
Resolution N 2004- N.C.S.
of the City of Petaluma
ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE
REASSESSMENT PURSUANT TO SUMMARY PROCEEDINGS AND DIRECTING
'RELATED ACTIONS
Consolidated Reassessment, and Refunding District of 2004
(Assessment Districts Nos. 24�and.25)
RESOLVED, by the City Council (the "Council") of the City of Petaluma (the
"City "), County of .Sonoma (the, "County") California:
WHEREAS, on May 3, .2004, this Council adopted a Resolution of Intention to
Levy Reassessments and to Issue Limited Obligation Refunding Improvement Bonds
Upon the Security Thereof (the `Resolution of Intention "), in and for the City's
Consolidated Reassessment and Refunding District of 2004 (Assessment Districts Nos.
24 and 25) (the "Reassessment District ") and therein directed the making and filing of a
reassessment report (the:'Report") in- writing in accordance with and pursuant to the
Refunding Act of 1'984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets
and Highways Code of California (the "Act') which Report includes reassessments for
each of the individual assessment districts described: 'in Exhibit A to the Resolution of
Intention; and
WHEREAS, the Report was duly made and filed, and duly considered by this
Council and found to be sufficient in every particular, and the Report shall stand for all
subsequent proceedings under and to the Resolution of Intention.
NOW, THEREFORE, BE IT ORDERED by the :Council of the City as follows:
1. Conditions °Satisfied. Pursuant to Section 9525 of the Act, and based
upon the Report, this Council finds that all of the following conditions are satisfied:
(a) Each of the estimated' annual installments of principal and interest
on, the reassessment as set forth in the Report is less than the corresponding
annual installment of principal and interest on the original assessment as also
set forth in the Report, by the same percentage for all subdivisions of land within
the Reassessment District;
(b) The number of years to maturity of all proposed refunding bonds or
separate. series proposed to be issued :under the Resolution of Intention
is not more than the number of years to the last maturity of the bonds proposed
to be refunded (the ``Prior Bonds "); and
M Except, as expressly permitted by the Act, the principal amount of
the. reassessment on each subdivision of land within, the Reassessment District .®
is less than the unpaid principal amount of'the original assessment by the same
percentage for each subdivision ;of land in the Reassessment District.
2. Public interest.,.The public interest, convenience and necessity require
that the reassessment be made.
3. Boundaries Approved. The Reassessment District benefited by the
reassessment and to be reassessed to pay the costs and expenses thereof, and the
exterior boundaries thereof, are as , shown by the boundary map and reassessment
diagram °thereof on file in the office of the City Clerk, which reap and diagram are made
a part hereof by this reference thereto: The ,provisions of the above - referenced.
.Resolution. of Intention including Exhibit A thereto, are hereby incorporated herein by
this reference.and hereby made a part hereof.
4 : Report Approved. Pursuant, to the findings hereinabove' expressed with
respect to Section 9525' of the Act, `all' of the conditions ,are deemed satisfied and the
following elementsL of the Report are hereby finally approved and proceedings, 'including t confirmed without
further g g he conduct of a public hearing under the Act, wit:
(a) a schedule setting forth the; unpaid principal and 'interest on the'
Prior Bonds proposed to be refunded and thet total amounts thereof;
(b), an estimate of the total rinci • al a
p p mount of the- reassessment and
of the. refunding bonds and; the maximum 'interest thereon, together, with an
estimate of cost of the reassessment and of issuing the refunding, bonds,
including expenses incidental thereto
(c) the auditor's record kept .pursuant to Section 8682 of the Streets'
and Highways Code of California showing the schedule of principal ,installments
and interest on all unpaid original assessments' and thetotal amounts'thereof;
d 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 prepared yin the manner described in said Section 8682; and
(e) a reassessment diagram showing the Reassessment District and
the boundaries and ,dimensions of the subdivisions of land and the zones
therein.
Final. adoption and approval. of the Report as a whole estimate of the costs and
expenses, the reassessm ent. diagram and the reassessment, as contained in the
Report, as hereinabove determined and ordered, is intended to and shall 'refer and
apply, to the Report, or any portion thereof, as amended, modified, revised or corrected
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by or pursuant to and in accordance with, any resolution or order; if any., heretofore
duly adopted or - made by this Council.
5. Findings and Determinations. Based on the oral and documentary
evidence, including the Report, offered and received by the Council, this Council
expressly finds and. determines that`
(a) each of said several subdivisions of land within the Reassessment
District will be. specially, benefited by the reassessment at least in the amount, if
not more than the amount, of the reassessment apportioned against such
subdivisions of land, respectively; and
(b) the" reassessment approved and confirmed under Section 9525 of
the Act shall not be .deemed a new ,or ;increased assessment and, therefore, is
ordered without 'compliance with the procedural requirements of Article XIIID of
the California Constitution.
6.. Reassessment, Levy. The reassessment; including all costs and
expenses thereof, is hereby levied. Pursuant to the provisions; of the Act, reference is
hereby made to the Resolution of Intention for further particulars.
• 7. Recordings Directed, The City Clerk shall forthwith cause:
(a) the reassessment to be delivered to the official of the City who is
the Superintendent of Streets,,. together with the reassessment diagram, as
approved and confirmed 'by this: Council, with a certificate of such confirmation
and of the date ;thereof; executed by the Clerk; attached' thereto. The
Superintendent of. Streets. shall record the reassessment, and reassessment
diagram in a suitable book to be kept for that purpose, and append thereto a
certificate of the date of such recording and such recordation shall be and
constitute the reassessment roll herein;
(b) a copy of the. reassessment diagram and a notice of reassessment,
substantially in the form specified in Section, 3114 of' theStreets and Highways
Code of California' and executed by the Clerk, to be filed and recorded,
respectively; in the. office of the County Recorderof the County.
From the date of recording of the notice of reassessment, all persons shall be
deemed to have- notice of the contents of such reassessment, and each of such
reassessments sh'allr thereupon be a, lien upon the property against which it is made,
and unless sooner discharged such liens shall, so continue for the period of ten (10)
years from the date: of :said recordation, or in the event bonds are issued to represent
the reassessments', then such liens shall continue until the expiration of four (4) years
® after the due date of the last installment upon such bonds or.of the last installment of
principal of such bonds. The appropriate officer or officers of the City are hereby
authorized to pay any and all fees required by law in connection with the above.
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INTRODUCED AND PASSED:
• AYES:
NOES:
ABSENT:
ABSTENTIONS:
APPROVED:
Mayor
ATTEST:
City'Clerk
r�
L
City Manager
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26091 -08
JH:SRC:sgs
3/31/04
4/16/04
Resolution No. 2004- N.C.S.
of the City of Petaluma
AUTHORIZING. ISSUANCE OF
LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS
Consolidated Reassessment and Refunding District of.2004
(Assessment Districts Nos. 24 and 25)
C7
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Adopted May, 3, 2004
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TABLE OF CONTENTS -
Paae
ARTICLE I
DEFINITIONS; GENERAL
Section 1.01. DEFINITIONS.. ...:... 2
Section 1.02. UNPAID REASSESSMENTS ............................................................. 9
Section EQUAL SECURITY ., ........:..............................:..............:.............. ............................... 9
ARTICLE II
THE BONDS
Section 2.01. BONDS AUTHORIZED ............................................................... ............................... 10
Section TERMS OF BONDS ... .....::........................................................ ............................... 10
Section REDEMPTION ............................:................................................ ............................... 11
Section FORM OF BONDS...... .. ....... ................................................... ............................... 13
Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS .................. ............................... 13
Section 2.06. TRANS_ FER OR EXCHANGE OF BONDS_ ................................. ............................... 13
Section2.07. BOND REGISTER' ....:...................................................:................ :............................14
Section 2.08. TEMPORARY BONDS ................................................:............. ............................... 14
Section 2.09. BONDS MUTILATED:, LOST, DESTROYED OR STOLEN ........: ............................... 14
Section 2.10. BOOK -ENTRY ONLY SYSTEM ................................................. ............................... 15
ARTICLE W
FUNDS AND ACCOUNTS
Section 4.01. APPLICATION OF PROCEEDS OF SALE OF BONDS ..:.......:.. ............................... 20
Section 4.02. COSTS. OF ISSUANCE FUND .................................................... ............................... 20
Section 4.03. REDEMPTION FUND _ ............................. .................................. ............................... 20
Section RESERVE: FUND ........................................................................ ............................... 21
Section ESCROW FUND ......................................................................... ............................... 22
ARTICLE V
COVENANTS
Section 5.01. COLLECTION OF REASSESSMENTS ....................................... ............................... 24
Section 5.02. FORECLOSURE ...............................
..............................::.:.. ......
. ............................... 25
Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS .. ............................... 25
Section Section 5. NO PRIORITY R ASSURANCES OBLIGATIONS .. ................ ............................... 25
URANCES .......................................................... ............................... 26
Section 5.06. PRIVATE ACTIVITY BOND LIMITATION ................................... ............................... 26
Section 5.07. FEDERAL GUARANTEE PROHIBITION .......... ............. 26
Section NO ARBITRAGE ......................................................................... ............................... 26
ARTICLE III
ISSUANCE OF BONDS
Section 3.01.
ISSUANCE AND SALE OF BONDS ............................................
17
Section 3.02.
...............................
VALIDITY OF BONDS. ......... ...
17
Section 3.03.
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............................
PLEDGE OF REASSESSMENTS AND FUNDS'
........................................................
17
Section 3.04.
LIMITED OBLIGATIONS
Section
............................:................................ ...............................
NO ACCELERATION
17
Section 3.06.
............................. ...................................... ...............................
REFUNDING OF BONDS
17
Section
........................................................... ...............................
AUTHORITIES.......,
18
Section 3.08.
.....................................................................................................
OFFICIAL STATEMENT
18
Section 3.09.
............................................................. ...............................
CONTINUING DISCLOSURE DOCUMENT( S ........................... ...............................
18
18
Section 3.10.
BOND SALE AND. DELIVERY ............... :.....................................................................
19
Section 3.11.
ACTIONS APPROVED ...........................::.......................:........... ...............................
19
ARTICLE W
FUNDS AND ACCOUNTS
Section 4.01. APPLICATION OF PROCEEDS OF SALE OF BONDS ..:.......:.. ............................... 20
Section 4.02. COSTS. OF ISSUANCE FUND .................................................... ............................... 20
Section 4.03. REDEMPTION FUND _ ............................. .................................. ............................... 20
Section RESERVE: FUND ........................................................................ ............................... 21
Section ESCROW FUND ......................................................................... ............................... 22
ARTICLE V
COVENANTS
Section 5.01. COLLECTION OF REASSESSMENTS ....................................... ............................... 24
Section 5.02. FORECLOSURE ...............................
..............................::.:.. ......
. ............................... 25
Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS .. ............................... 25
Section Section 5. NO PRIORITY R ASSURANCES OBLIGATIONS .. ................ ............................... 25
URANCES .......................................................... ............................... 26
Section 5.06. PRIVATE ACTIVITY BOND LIMITATION ................................... ............................... 26
Section 5.07. FEDERAL GUARANTEE PROHIBITION .......... ............. 26
Section NO ARBITRAGE ......................................................................... ............................... 26
Section 5.09. REBATE REQUIREMENT.. .......................................................... ............................... 26
Section 5:10.. YIELD OF THE BONDS ..................... ............................... ._...... ............................... 26
Section5.11. AMENDMENT ............ ........ .................................................... ............................... 26
Section 5.12. MAINTENANCE OF TAX - EXEMPTION ...................................... ............................... 26
Section 5.13. CONTINUING DISCLOSURE ......:.............................................. ............................... 27
ARTICLE VI
INVESTMENT'OF FUNDS
Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS ............,:..::.....:
..... ;. 28
Section 6:02. ACQUISITION, DISPOSITION AAND VALUATION OF INVESTMENTS '. .........:........ 29
Section 6.03. LIABILITY OF CITY.... ......._ . ....................... ............................... ......... ................29
Section EMPLOYMENT OF AGENTS BY CITY ...................................................................... 30
ARTICLE VII
MODIFICATION OR AMENDMENT
Section 7.01. AMENDMENTS PERMITTED ..................................................... ............................... 31
Section 7.02. OWNERS' MEETINGS ......... .................... ......... ................. ............................... 32
Section 7.03. PROCEDURE FOR AMENDMENTWITH WRITTEN CONSENT OF OWNERS..... 32
Section 7.04. DISQUALIFIED ..... ::.......:........................................ ........................::..... 33
Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION ............................ .........................::33
Section 7.06; ENDORSEMENT OR REPLACEMENT OF'BONDS.ISSUED AFTER
AMENDMENT..:.........
............:........ 33
Section 7.07. AMENDATORY ENDORSEMENT OF BONDS ............................. .............................33
ARTICLE VIII
M1 I SCELLANEOUS
Section 8.01..
BENEFITS OF AGREEMENT LIMITED TO' PARITIES .............. ................................
34
Section 8.02.
SUCCESSOR AND PREDECESSOR
Section: 8.03:
........................................::. .............................34
DISCHARGE OF RESOLUTION.
Section 8.04.
........ ..............................: ...:.. .......:.....................34
EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP ..........: ::..:.........'35
Section 8.05.
WAIVER' OF PERSONAL LIABILITY
35
Section 8':06.
.............. ............................... ...0.... ........:......
NOTICES AND DEMANDS ............................. ............................... .......:........:..:......
35
Section 8.07.
:PARTIAL, INVALIDITY . ...........................................................................
35
Section 8.08.
....:............:.:
UNCLAIMED MONEYS
Section8:09.
..........................::................,. ............................... ........ ........
APPLICABLE LAW
36
Section 8:10.
...................................................................... ...............................
CONFLICT WITH ACT..............
36
Section 8.11.
: .... :..............................................................................
CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY .......... ...............................
36
36
Section 8.12.
PAYMENT ON BUSINESS DAY.... .... ......................................
36
Section 8.13.
...............................
REPEAL OF INCONSISTENT RESOLUTIONS
Section 8.14.
............................ :.....:......................
AUTHORITY OF FINANCE DIRECTOR .....................................
36
36
Section 8.15:
.............:.................
CERTIFIED COPIES
Section 8.16.
............... ......... ............... ...............................
EFFECTIVE DATE OF THE RESOLUTION
37
............................... ...............................
37
EXHIBIT A DESCRIPTION OF PRIOR DISTRICTS AND PRIOR BONDS
EXHIBIT B SPECIFIC BOND TERMS AND CONDITIONS
EXHIBIT C FORM OF BOND
•
•
RESOLVED., by the City Council (the "Council ") of the City of Petaluma (the
• ' "City "), County of Sonoma, (the. "County") California:
WHEREAS, the City has heretofore conducted special assessment and
assessment bond proceedings in and for the assessment districts (the "Prior Districts ")
and, through the adoption of resolutions of issuance (the "Prior Resolutions "), has
provided for the issuance of special assessment bonds (.the "Prior Bonds ") in and for
the Prior Districts, .all as set forth in Exhibit A attached hereto and hereby made a part
hereof;
WHEREAS, on May 3, 2004, the Council adopted its Resolution of Intention to
Levy Reassessments and to Issue Limited Obligation Refunding Improvement Bonds
Upon the Security. Thereof, (the ":Resolution of Intention ") relating to the levy of
reassessments and issuance of refunding bonds pursuant to 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 City's Consolidated
Reassessment and. Refunding District of 2004 (Assessment Districts Nos. 24 and 25)
(the "Reassessment District ");
WHEREAS, by the Resolution of Intention, the Council provided that refunding
improvement bond's (the 'Bonds "), as more .particularly described herein would be
issued in the proceedings under the Resolution of Intention and reference to the
Resolution of Intention is hereby expressly made 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 of the Act and by 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 Bond's shall be used to retire the' Prior .:Bonds, 'in advance of their
scheduled maturities, and to pay the costs of ;issuance of the *Bonds, and
WHEREAS, this Council now intends to provide for the issuance of the Bonds
upon the security of a the unpaid reassessments, all as hereinafter provided.
NOUN, THEREFORE BE IT RESOLVED by the Council of the City of Petaluma
as follows:
ARTICLE
DEFINITIONS; GENERAL •
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
V m porting 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 1.1.5 of the Streets and `Highways Code of California.
"Agent" means JPMorgan Chase Bank, designated 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 Office'' means the.Mayor, City Manager, Finance Director, Interim
or Acting Finance, Director, Director of Public Works City Engineer, Treasurer Interim
or Acting Treasurer, City Clerk City Attorney or any other officer or employee
authorized by 2the 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, Consolidated Reassessment and Refunding District of 20.04
(Assessment Districts Nos. 24 and ,25)" issued under this Resolution. the Act and the
Bond Law and at any time Outstanding, in substantially the form of Exhibit C attached.
"Bond Counsel" means Jones Hall, A Professional Law Corporation, or any
attorney or firm of attorneys of nationally recognized expertise with respect to Legal
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matters relating to obligations the interest on which is excludable from gross income
under Section 103 of the Tax Code.
"Bond Date" means the dated date of the Bonds specified in Exhibit B 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 issued, except that
one Bond may contain .any odd amount.
"Bond Lave' means the ,Improvement Bond Act of 1915, Division 10 of the
California Streets and Highways Code.
"Bond Purchase. Agreement' rneans agreement between the City and the
Original Purchaser for the sale and purchase of the Bonds.
"Bond. Register" means the books maintained by the Agent pursuant to Section
2.07 for the registration and transfer of rownershio of the Bonds.
"Bond Yeas" 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 state 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 City 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.
rI
"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.
"Continuing Disclosure Certificate" means any such certificate provided under
Section '5.13 hereof.
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"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, compensation 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„ Consolidated Reassessment and
Refunding District of 2004 (Assessment Districts Nos. 24 and 25), 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 sure 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 Securities Depositories" means The: Depository Trust
Company, 711 Stewart Avenue, Garden City, New York 11530, Fax.- (516) 227 -4171 ,or
4190;. Philadelphia Depository Trust Company Reorganization Division, 1900 Market
Street, Philadelphia, Pennsylvania 1.9103, Attention: Bond Department, Fax - ( 215)
496- 5058; and, in, accordance with then current guidelines of the 'Securities and
Exchange 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 Obligation Refunding
Improvement Bonds, City.of Petaluma, Consolidated Reassessment and Refunding
District of 2004 (Assessment Districts Nos. 24 and 25), Prior Bonds Escrow Fund
established and administered under Section. 4.05 hereof.
"Escrow Holder" means JP Morgan Chase Bank acting as Escrow Holder under
the Escrow,Agreement. - 0
-4-
investment from Mark w ng Belle r in ahbona fide, which a w buyer would purchase the
rrn s length transaction determined as
of the date the contract to purchase or sell the investment becomes binding) if the
investment is traded on an established ;securities market (within the meaning of section
1.273 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 above) if (i) the
investment is. a. certificate of deposit that is acquired is accordance with applicable
regulations under the Tax. Code, (ii) the investmenf is an agreement with specifically
negotiated withdrawal or reinvestment provisions and ,a specifically negotiated interest
rate (for example, a guaranteed investment contract, a forward supply contract or other
investment treem r i t .in htit I n acquired' in accordance. with applicable 'regulatio:ns under
the Tax
Government Serer that is acquired in accordance ord w
t Treasury
a
sry Security- -State and Local
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 %), beneficial
interest if return paid by su'chr fund is without regard Ab the source of the _investment.
"Federal Securities" means any of the following which at the time of investment'
are legal investments under , th - e laws of the State for the moneys proposed 'to be
invested therein:
(a) . direct general obligations :of the United States of America (including
obligations 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 United States of America.
"Finance Orectbe means- the chief financial officer of the City or designee
thereof, including any interim or acting finance director or any deputy thereof or
assistant.
"Fiscal 'Ydat" .means the period commencing on July 1 of each year and ending
on the next succeeding June'30.
"Information Services" means Financial Information, lnc.'s "Daily Called Bond
Service," 30 Montgomery ;Street, 10th Floor; Jersey City, New Jersey 0.7302, Attention:
Editor; Kenny Information Services' "Called Bond Service,=" 65 Broadway, 16th Floor,
New York, New York 10.006; Mergent/FIS, 5250 77 Center 'Drive, Suite 150, Charlotte,
North Carolina, 28217, Attn: Called Bond Dept., Standard & Poor's Corporation "Called
Bond Record, 25- Broadway, - 3rd Floor; New York, New York 10.004; - 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 a&the City maydesignate in an Officer's Certificate delivered to the Agent. .
•
-5=
"Interest Payment Date" means .each date upon which interest on the Bonds is
payable semiannually on each March 2 and September 2 until` maturity and beginning
on the date . specified in Exhibit B.
":Officer's. Certificate" means a written certificate or similar document ment executed
by an Authorized Officer on behalf of the City.
"Original Purchaser" means Brandis Tallman :LLC as, the first purchaser of'the
Bonds from the City under the Bond Purchase Agreement.
"Outstanding, when used as. of :any particular . time with' reference to Bonds,
means all - Boonds 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 surrend'ered to the
Agent for cancellation;
(b), ;Bonds paid or deemed to have been paid within the meaning of
Section 2.03; and
(c) Bonds in lieu 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.
"Owner" or ",Registered Owner," when used with. respec t to . any Outstanding.
Bond, means the person in whose name the ownership of such ;Bond shall be
registered on the ,Bond Register.
"Participating- Underwriter" means an underwriter or purchaser of they Bonds
underthe- Continuing Disclosure Certificate.
"Permitted Investments" means the following, but only to the extent that 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, Code of the tate) 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 investments permitted by Section 53635 of Title 5, Division 2,
Chapter 4 of the California Government Code; as it may be amended, including
but not limited to the California Asset Management Program (CAMP);
WE
(d) the Local ;Agency Investment Fund of the State of California,
created pursuant to 'Section 16420.1 of the California Government Code, to the
extent the Finance Director is authorizedto register such investment in the City's
name1
(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 ( " Moody'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 such debt and such agreement or
contract shall provide that the financial - entity shall deposit collateral with a third
party in accordance 'with criteria established 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 by the Farmers Home
Administration, (iii;) participation certificates issued. by the General Services
Administration, (iv) rnortgag.e.-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 Corporation 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 bythe United States of America;
(h) interest - bearing, demand or time :deposits (including certificates of
deposit) in federal 'or state chartered rs avings and loan associations or in federal
or State of California banks (including the Agent), provided that (i) the unsecured
short-term obligations of such commercial, bank,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 by corporations 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;
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
th8n'270 days following the date of investment therein
is (k) obligations 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.-
-7
"Prepayment Account' means the account of that name Within the Redemption •
Fund.
"Principal Amount means the, aggregate principal amount of the Bonds as Tset
forth in Exhibit B.
"Principal Office" means the office of the Agent in San Francisco, 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 for the Prior Districts described in
Exhibit A.
''Prior Bonds Resolutions" means the resolutions of issuance - for the :Prior
Bonds as described`'in Exhibit A.
"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 the3 boundaries of the
Reassessment District pursuant to the Act and the proceedings: of a Council under •
the Resolution of- Intention, for the purpose ofpaying Debt Service on the Bonds.
"Reassessment District" means the City's Consolidated Reassessment and
Refunding District, of 2004 . (Assessment. Districts Nos. 24 and 25) established by the
Council in proceedings under'the Act and the Resolution of Intention.
"Record' Date" means,,. the fifteenth (15th) day of the calendar month
immediately preceding an Interest, Payment Date.
"Redemption Fund" means the fund designated. "City of Petaluma, Limited
Obligation Refunding Improvement Bonds,: Consolidated Reassess ment,and Refunding
District of 2004, .(Assessment Districts Nos. '24 and 25), Redemption Fund" established
under Section t4.03 hereof.
"Redemption Premium" means the percentage of the principal amount of the
Bonds payable upon redemption of'the Bonds', as set forth 'in Exhibit B he
"Reserve Fund`' means the fund designated "City of Petaluma, Limited
Obligation Refunding Improvement Bonds, Consolidated Reassessment and Refunding.
District of 2004 (Assessment 'Districts Nos. 24 and 25), Reserve Fund" established
under Section 4.04 hereof.
•
M
"Reserve Requirement' means an .amount of not -to exceed the least of 10% of
p of the Bonds, 1,25% of�average annual Debt Service on the Bonds
the principal arnou nt
or maximum annual Debt Service of the Bonds.
"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.
"Resolution 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 May 3, 2004:
"State" means the State of California.
"Supplemental Resolution" means any. resolution, `agreement, resolution or
other instrument hereafter duly adopted 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 l it may be
amended to apply to obligations issued on the date of issuance of the Bonds, together
with applicable proposed„ temporary and final. regulations promulgated, and applicable
official public guidance published, under the Tax Code.
"Term Bonds" means any of the Bonds defined as such under Section 2.02.
"Treasuree" means -the :official who is the elected City treasurer, or the deputy or
designee thereof, or which official may be 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 this 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,, EQUAL SECURITY. In consideration of the acceptance of the
Bonds by th'e Owners thereof, this Resolution shall be deemed to be 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 be performed on behalf of the
City shall be for the equal -and proportionate benefit, 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
i whatsoever, except as expressly provided therein or herein.
ARTICLE II
THE BONDS
Section 2.01. BONDS AUTHORIZED. All acts, 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, been performed in due time, form and manner as required
by 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 asset forth in the Bond Purchase Agreement and Exhibit B hereto. The
�
and duties required under this Resolution f
Agent, at the Principal Office, is hereby designated as the Agent to perform th
e actions
or the authentication, transfer, registration,
and payment of the Bonds.
Sectiion 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 Closing Date.
(C) CUSiP. "C.USIP" identification numbers shall be imprinted on the Bonds,
but such numbers 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 pprchaser 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 effectiveness of any such notice.
(D) Series and Maturities.
(i) A portion of the. Bonds shall be issued as serial bonds, which
mature and become payable in the amounts', and bear 'interest at the annual
rates, set forth in the maturity schedule on Exhibit B.
(H) The Bonds maturing on September 2, 20 and ..September 2,
20 (the "Terre Bonds'), shall mature in the amount and bear interest at the rate
set forth in the. maturity schedule on Exhibit B. The Term Bonds are subject to
mandatory sinking fund redemption under Section 2.03 in the amounts and on
the dates set forth on Exhibit B.
(E), Interest. The, Bonds shall bear interest at the rates set forth above
payable on the Intest'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
-10-
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.,Interest 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) Method of Payment. Both the principal of , and interest and premium (if
any) on the Bonds shall be payable in lawful 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 Agent mailed. _by first class mail to the registered
Owner thereof at such registered Owner's address as- it appears on the registration
books maintained by th Agent at the close of, business on the Record Date preceding
the Interest Payment Date, or by wire transfer made on such Interest Payment Date
upon written instructions of any Owner of $1,000 , .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
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) General..
(i) Mandatory Prepayment Account Redemption. Each
Outstanding Bond or any portion of the principal thereof, in the principal amount
of $5,000 or any integral multiple of $5,000, will be redeemed and paid in
advance of maturity using any funds available therefor in the Prepayment
Account, on any Interest Payment Date in -any year by giving notice as provided
in (C) below and by paying the principal amount thereof, plus any applicable
Redemption Premium (as set forth on Exhibit B.), plus interest to the date of
redemption unless sooner surrendered, in which event interest will be paid to the
date of payment, all. in the -manner and as provided in the Bond Law. 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.
00 Optional Redemption The Bonds are subject to redemption from
sources' 'of moneys other than payments, including the proceeds of refunding
bonds,'on the-Redemption Dates and atthe Redemption Premiums set forth in
.Exhibit B by giving notice as provided. in herein and by paying the principal
amount thereof, plus interest to the date of redemption unless sooner
surrendered, in. which event interest will be paid to the date of payment.
(iii) .Mandatory Sinking Fund, Redemption. The Term Bonds are
subject to mandatory redemption in part by lot, from Sinking Fund Payments
® made by the Agent from the Redemption Fund, at a redemption price equal to
the principal amount thereof to be redeemed, without premium, in the aggregate
respective principal amounts set forth in the table in Exhibit B; provided,
however, if some but not all of the Term Bonds of a given maturity have been •
redeemed through a mandatory prepayment redemption under subsection (A).(i)
above or through an optional redemption under subsection (A)(ii) above the total
amount of all future Sinking Fund Payments relating to such maturity shall be
reduced by the aggregate principal amount of Term Bonds of such maturity so
redeemed,, to be allocated among such Sinking Fund Payments on a pro rata
basis in integral multiples of`$5,000 as determined by the Agent.
(B) Notice to Agent. In the event it is transmitting, mone s for de osit'in the
y p
Prepayment Account of the Redemption Fund, the City shall give the Agent written
( ) redeemed pursuant, to
notice of the aggregate amount of Bonds expected to be
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 by 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 resses 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 is
Information Services shall not be .a condition precedent to such redemption. Failure to
so mail any, notice of redemption, or of any: person or entit 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 such Bonds.
Such notice shall 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 he
(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 the Principal.
Office of the Agent for redemption at the said redemption price, and shall state that
further interest on. such Bonds, or the portion thereof to be redeemed, will not accrue
from and after redemption date.
Upon the payment of the redemption price of Bonds being redeemed, each
check or other transfer of funds issued for such purpo "se shall, to the extent practicable,
bear the CUSIP number' identifying, by issue and maturity the Bonds being redeemed
with the proceeds of such check or other transfer.
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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 shall 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 2.04. 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 C attached hereto and by this reference
incorporated herein, withlnecessary or appropriate variations, as permitted or required.
Section 2.05. EXECUTION AND AUTHENTICATION 1OF 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 the manual or facsimile signature of the
Clerk. The Bonds shall then be delivered to the Agent for authentication. In case any
officer who shall have signed any of the 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 City as
though the individual who signed the same had continued to be such officer of the City.
Also, any Bond may be signed on behalf 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 be conclusive evidence that the Bonds .so
authenticated have been duly authenticated and - delivered hereunder and are entitled to
the benefits. of this. Resolution. The Agent's certificate of authentication on any 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 1
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
-13-
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 Bonds of the 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 to 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 2:0.7. 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 times during regular business hours be open to inspection by the City;
and, upon presentation for 'such purpose, the 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 hereinbefore provided
Se tion 2.08. TEMPORARY BONDS. The Bonds may be issued initially in
temporary form exchan g eable for definitive Bonds when read 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. Every temporary -
Bond 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 the 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, in exchange
therefor at the Principal Office of the Agent, and the Agent shall authenticate and
deliver in exchange for such temporary Bond's an equal aggregate principal amount of
definitive Bonds of authorized denominations. Until so exchanged,, the temporary '
Bo'nds shall be entitled to the same benefits under 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 amount in exchange and substitution for the
Bond so mutilated, but only upon surrender to the Agent of the Bond so mutilated:
Every mutilate d Bond so surrendered. to the Agent shall be canceled ',by it and delivered
o on the order of, the City: If any Bond issued hereunder shall be _lost, destroyed
o stole the. .
n, evidence of such loss destruction or theft may be submitted to City and
the Agent and, if such evidence .be satisfactory to them and indemnity satisactory to
them shall be given, the Agent shall thereupon authenticate and deliver, a new Bond of
like maturity and principal amount in lieu of and in substitution for the Bond so lost,
destroyed or ,stolen (or if any such Bond 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
s
and the Agent may require payment of a reasonable fee for each new Bond issued
-14-
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 lied of any Bond. alleged
to be. lost; destroyed or stolen shall constitute an original contractual obligation on the
part of the City whether or not the Bond alleged be lost; destroyed or stolen be at any
time enforceable by anyone, and shall be equally and proportionately entitled to the
benefits of this Resolution with all other Bonds secured by 'this - Resolution and any
Supplemental Resolution.
Section 2.10. BOOK -ENTRY .O,N.LY , SYSTEM. DTC shall act as the initial
Depository forthe Bonds. One Bond for each maturity of the,Bonds shall be initially
executed authenticated, and .delivered -.as set forth herein with a separate fully
registered certificate (in print or typewritten form). Upon initial execution,
authentication, and delivery, the ownership 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 b`e 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 Participarit, 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 the ,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 Participant,
any Beneficial Owner, orany 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 the purpose of
giving notices of prepayment and other matters 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
obligations with respect to the principal of and interest on the Bonds to the extent of the
sums or. sums so paid.
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No person other than an Owner; as shown on the Bond Register shall receive a
physical Bond. Upon delivery by DTC to the City and the Agent ;of written notice to the
effect the DTC . has determined to 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 2.10 shall referto such new nominee of DTC.
DTC may. determine to discontinue providing its services with respect to the
Bonds at anytime by 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 its 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 Jermination 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 such 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 that they be able to obtain certified Bonds, they 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 registered in whatever name or names
the,Owners shall designate at that time, in accordance with Section 2.06.
To the extent that the Bond Owners as designated as the transferee by the
Owners, in accordance with Section 2.10., the Bonds will be delivered to such Beneficial.
Owners.
•
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ARTICLE III
ISSUANCE OF BONDS.
Section 3.01. ISSUANCE AND SALE' _ BONDS: At any time after the
adoption of this Resolution the. City may issue he Bonds and sell and deliver them to
the Original Purchaser under the Bond Purchase Agreement between the City and
Original Purchaser. The Authorized Officers, and each of them, are hereby authorized
to negotiate and execute'the Bond ,Purchase.Agreement with the Original Purchaser for
the sale of the Bonds, subect:to such conditions as shall be as hereafter provided.
Section 3.02: 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 a 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
p rovided herein are hereb dedicated to the a ment-of the rinci al of (including an
P ) Y p_Y� p� p (� g y
• 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 an political subdivision thereof is pledged -to the payment of the Bonds.
The Bonds are "Limited Obligation Refunding 'Improvement Bonds`' .under section 8.769
of the Bond Law and 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 oblig
ila ated to
advance -ava ble surplus funds from the City to cure any deficiency in the
Redemption Fund, provided,. however, the City is not prevented; in its sole discretion,
from so advancing funds
Section 3.05. NO ACCELERATION. The principal of the Bonds shall not be
subject to acceleration : hereundeer. Nothing in this: Section, 3.05 shall in any way prohibit
the prepayment .or 'redemption of Bonds under Section 2.03 hereof; or the defeasance
of the:Bonds and discharge of "this Resolution under Section 8.03 hereof.
•
- 1.7 --
Section 3.06. REFUNDING OF BONDS. The Bonds may 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 Bonds 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 manner 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.
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, modifications, deletions.or additions as may be approval
by the. Authorized Officer in consultation with the City's staff and consultants with
respect to these reassessnment proceedings, such approval to. be conclusively
evidenced by the execution of the such documents by the Authorized Officer. The
foregoing authorization is. expressly conditioned 'upon. the satisfaction of the following
(i) the total principal amount of the .Bonds shall not exceed $3;600;000; (ii) th'e ,true
interest cost of.the. Bonds shall not exceed 5.75% per annum and the discount shall not
exceed, 1.75 % of the principal amount of the Bonds. The Clerk 'is authorized to
complete and to approve changes in any provisions of this Resolution and Exhibit B''
hereto in order to `accomplish the delivery of any of the Bonds on schedule; such
changes - may be accomplished by:attachment' of a certificate, executed by the Clerk, to
this. Resolution -on file .in the office ofthe Clerk.
Section 3.08: OFFICIAL STATEMENT. The Council hereby approves the
Official Statement describing the financing f or the Bonds, in substantia lly the ,form
file with the City 9 y g Clerk together with an -chan „ es therein or additions t I hereto deemed
e d
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 behalf of the. City , to deem "final pursuant to RUIe 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.
Statement, which shall include such: changes and additions to the Preliminary Official
Statement as may be permitted by the; Rule -and' deemed advisable by the Authorized
Officer and such information permitted to be excluded from the Preiimin'ary Official
Statement pursuant to the Rule (theOfficial, Sta teme,nt ") shall be conclusive evidence
' "
of the approval of the Official Statement by the City.
Section 3.09. CONTINUING DISCLOSURE DOCUMENT(S): The Council
hereby .approves the forms of' the City'.& Continuing, Disclosure 'Certificate with respect
to the Bonds in substantially the forms, thereof attached to the Preliminary Official
Statement: The Authorized Officer lis hereby authorized and directed to complete and
execute the Certificate on behalf- of the City with such changes additions, deletions as
may approved by the Authorized Officer in consultation' with the City's bond counsel.
i
- 18: -
Section MD. BOND SALE AND DELIVERY. The Bond Purchase Agreement in
substantially the form on file with the city is hereby - approved and the Authorized Officer
is hereby authorized and, 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, the Original Purchaser and Bond Counsel. Upon execution of the Bond
Purchase Agreement, by ihel City, the Bonds shall be, prepared, authenticated and
delivered, all' in accordance with the applicable .terms .of this Resolution and the Bond
Purchase Agreement. The Authorized Officer and .other responsible City officials are
hereby authorized and .directed to take such actions as are required under the Bond
Purchase Agreement to complete all actions required to ,evidence the delivery of the
Bonds and the receipt of the purchase price thereof from the purchaser of the Bonds.
Section MI.. ACTIONS, APPROVED. All actions heretofore taken by the
Authorized Officers and other officials and agents ;of the -City with respect to the
establishment of the Reassessment District and the;4sal'e and issuance of the Bonds are
hereby approved, confirmed `and ratified, and the Authorized Officers of the City are
hereby authorized and directed to do any and all things and take any and all actions
and execute any and, all certificates, agreements, contracts, and other documents,
including, but limited to the Escrow Agreement,, the form of`which is hereby approved,
which they, or any of them may deem necessary or advisable in order to consummate
the lawful issuance and delivery ofthe 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 B hereto and make such changes,, amendmerits and corrections to this
resolution as may be required' to provide for the timely issuance, sale and delivery of
the Bonds and to certify to, such actions, as required.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01, APPLICATION OF 'PRO,CEEDS' 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 the Finance Director, as set
forth in the. Bond ,Purchase Agreement, appropriate Officer's Certifit4te(s),, Article IV
hereof and Exhibit B hereto.
Section 4102. COSTS OF ISSUANCE'' FUND.
(A) Establishment of Costs of' Issuance Fund. The Costs. of Issuance Fund
shall be established tand held by the Finance Director and receive a deposit as: provided
in Exhibit B., 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 provided in subsection (B)
of this Section 4.02 for °the payment or reimbursement of the Costs of Issuance.
(B) .Disbursement. Amounts in the Costs of Issuance Fund shall be
disbursed from time to time, to pay Costs of Issuance as set forth 'in a 'requisition
therefor containing respective amounts; to be paid to the designated payees . and
delivered to the Finance Director concurrently with the delivery of the Bonds: The
Finance Director shall pay all Costs. of Issuance upon receipt of an invoice from any
such ' payee which requests payment in an amount which is less than or equal to 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) Investment. Moneys in the Costs of Issuance Fund shall be invested and
deposited under Section 6.01 hereof.. Pending its closing .under Subsection '(B) above,
IntereStr earnings and profits resulting from said' investment "shall be retained 'by the
Finance Director .in the Costs of Issuance Fund to be used for the ur oses of such
fund. p p
(D) 'Closing of Fund. The Finance Director shall maintain the Costs of
Issuance Fund fora period of 90 days from the Date 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- 'FUND.
(A) - Establishment of 'Redemption Fund and Prepayment Account. The
Redemption Fund is hereby established ,as a se
pa._rate fund to be held by the Finance
Director to the .credit of which deposits shall be rnade as required by Section 4.01 and
any other amounts required to be deposited therein by this Resolution or the Bond Law.
-20-,
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
Redemption Fund, the Finance Director shall establish* the Prepayment Account into
which shall-be placed the proceeds of prepayment of any Reassessment or portion
thereof: The Prepayment Account shall be administered (including any disbursements)
according to section 8767 of the Bond Law.
(B) Disbursements from Redemption Fund. On or before each Interest
Payment Date, the Finance Director shall withdraw .from the. Redemption Fund and
forward to the Agent.for payment to the Owners of the - Bonds, amounts sufficient to pay
the principal of, and interest an_ d any premium, then due ,and payable on the Bonds.
Five (5) Business Days prior to each Interest Payment Date, the Finance Director shall
determine if the amounts. then on deposit in the. Redemption -Fund are sufficient to pay
the Debt Service due on the Bonds ,on such Interest Payment Date. In the event that
amounts in the Redemption Fund are insufficient for such purpose, the Finance Director
shall cause appropriate withdrawal's to be made'from the Reserve Fund, to the extent of.
any funds therein, in the amount of such insufficiency; and shall transfer any amounts
so withdrawn to the Redemption. Fund. Amounts so 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, there are insufficient fund's 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- of the principal of and interest on the. Bonds has been
paid.
Section 4.04. RESERVE 'FUND.
(A), Establishment of Reserve Fund. The 'Reserve Fund is hereby
established as a ,separate fund to 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 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 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.
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(B) Use of Fund. 'Except as otherwise provided in this Section 4.04 all
amounts deposited in the Reserve Fund shall be used and withdrawn by the Finance
Director solely for 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, and interest and any premium on, the Bonds or, in
accordance with the provisions of this Section 4.04, for the purpose of redeeming
Bonds from 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) Prepayment 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 equal to the product of the ratio of the original amount of the Assessment
securing any Bonds so paid .to the original amount of all Reassessments securing any
Bonds, times the initial deposit to the Reserve Fund under Section 4.01.
(E) Transfer of ,Excess o f Reserve Requirement. Whenever, on any
Interest Payment Date, or on an other date as determined by the Finance Director, the
amount in the Reserve Fund exceeds the Reserve 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 by
advance: retirement or otherwise, collection of the principal and 'interest on.. the
Reassessments shall be discontinued and the Reserve Fund' liquidated by the Finance
Director in. retirement of the Outstanding Bonds, as directed by an Officer's Certificate.
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 shall be transferred
to the City to be used in accordance with the Act and the Bond Law.
(G) Investment. Moneys in the Reserve Fund shall be invested and
deposited in accordance with Section 6.01 Interest earnings and profits resulting from
said investment shall be retained in the Reserve `Fund subject 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 the Escrow
Agreement with deposits as provided ;under Exhibit B. - The' purpose of the
establishment 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 •
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the CitYwith 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 file with the Finance Director together with the interest thereto, shall be, payable in
annual series corresponding in number and proportionate amount to the number of
installments and, principal amounts of the Bonds maturing or becoming 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
the 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- -the same proportionate penalties and interests after 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 - Reassessment 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 provided in the subsection (C) of this Section 5.01.
(C) Administrative Costs. In addition to any amounts authorized pursuant to
section 8682 of the Bond Law to be 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 this Article V. Delinquent Reassessments shall be subject to foreclosure
pursuant to Section 5.02 hereof.
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. Section 5X Z. FORECLOSURE. The City hereby covenants with and for the
benefit of the Owners of the ,Bonds that it will order, and cause to be commenced, and
thereafter diligently prosecute an action in the-su erior court to foreclose ose 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 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
by the Finance Director, not later than October 1 of each Fiscal Year: On or before
October 1 of each Fiscal Year., the Finance ,Director -shall review delinquencies in the
payment of the Reassessments for the prior Fiscal Year(s), and, if the Finance Director
makes the following determinations, the City shall cause the commencement of
foreclosure each parcel with delinquent Reassessments within 30 days of such
determination(s):
(A) There is a, delinquency of a Reassessment of $5,000 or more for a prior
Fiscal Year or Years for any single parcel of land in the Reassessment District.
(B) 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 total. Reassessments due. and payable in the
prior Fiscal Year, foreclosure shall be commenced against each parcel of land in the
Reassessment District with a .delinquency of $3,000 or more for the prior Fiscal Year or
Years.
(C) 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, foreclosur`,e: shall be commenced against each parcel of land
within the Reassessment District with any amount of delinquency for the prior Fiscal
Year or Years.
Section 5:01 PUNCTUAL PAYMENT; COMPLIANCE. WITH DOCUMENTS..
The City shall punctually pay or cause to be paid the interest and principal to become
due with respect to all of the Bonds in strict conformity with the: terms of the Bonds and
of this Resolution„ and will faithfully observe. and perform all of the conditions,
covenants and requirements of this Resolution and all Supplemental Resolutions.
Section 5.04. NO PRIORITY FOR ADDITIONAL: OBLIGATIONS. The City
covenants that no additional bonds or other obligations shall be issued or incurred
having any priority over the Bonds in payment of principal or interest out of the
Reassessments, Nothing 'in this Resolution shall prohibit the City from issuing bonds or
other obligations on a parity with or subordinate to the Bonds and secured by and
payable from the Reassessments upon such terms as the City may determine.
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Section 5:05. FURTHER ASSURANCES. The City will adopt, make, execute
and deliver any and all such further resolutions, instruments and assurances -as may be
reasonably necessary or proper to carry out the intention or to facilitate the
performance of this Resolution, land for the better .assuring and confirming ,unto the
Owners of the Bonds the rights and benefits provided in this Resolution.
Section 5.06. PRIVATE' ACTIVITY BOND LIMITATION. The City shall assure
that the proceeds' of the Bonds are not so used as to cause the Bonds to satisfy the
private. business: of section 141(b) 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 betaken if the result of the same would be
to cause: any of the Bonds to be "federally guaranteed" within the meaning of section
149(b`) of the Tax Code.
Section 5.08. NO ARBITRAGE. The City shall not take, or erm
taken by the ,Finance Director or otherwise, any action with respect to it or suffe be
the proceeds of
the Bonds which, if such action had been reasonably expected to have been taken, or
had been deliberately.._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 REQUIREMENT. The City shall take any and all actions .
necessary to assure compliance with section 148(f) of the Tax Code, relating to the
rebate of excess investment earnings,, if any, to the federal 'government, to "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 08 and 5.09 hereof, the City will take into account redemption
(including premium, if y) 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 the Bonds without regard to
whether or not prepayments are received or Bonds redeemed.
Section 5.1`1. 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 assure 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 permitted to •
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be excluded from ;gross income under the Tax Code as in effect on the date of issuance
of the Bonds.
Section' 5.13. CONTINUING DISCLOSURE. The City hereby covenants and
agrees that 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 with any continuing disclosure shall not be considered an
event of default.
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ARTICLE VI
INVESTMENT OF 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 be invested by
the Finance. Director in Permitted Investments. The following shall apply to such
investments:
(A) Unless otherwise specified, the Finance Director shall invest' any such
moneys in Permitted Investments described as Federal Securities which by their terms
mature prior to the date on which such moneys are required to be paid out hereunder.
Obligations 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
ling from any investments made pursuant to this Section;
•
(C) Subject in all respects to the provisions of Section 509, 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 a. nd disposing
of investments, notwithstanding provisions herein for transfer to or holdin g 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 times, account for
such 'investments strictly 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 to 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 shalt not be
required. For such funds. the Finance Director shall keep records or accounts of all
expenditures or disbursements therefrom which records shall be available for inspection
during business hours on any Business Day upon prior written request.
28
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
Re.sol.ution, 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.
(B) Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under applicable provisions of. the Tax Code, and. (unless valuation is
undertaken at 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 to 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 that it
was negligent in ascertaining the pertinent facts;
(B) No provision of this Resolution rshall require the City to expend or risk its
own general funds or otherwise incur any 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 it 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 een signed or
presented by the proper `party or proper parties. The City may consu L It with counsel,
who may be the City Attorney, with regard 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;
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(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 matter 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
the part of the City, be deemed to be conclusively proved and established by a
.certificate of the Agent or other expert retained by the City for the purppses. hereof, and,
such certificate ishall be full warrant : the City for any action taken 'or suffered under
the provisions of this Resolution or Supplemental Resolution upon the faith thereof,
but in its discretion the City may, in lieu thereof; ,accept other evidence of such matter or
may require such additional evidence as to it may deem reasonable.
Section. 6.04. EMPLOYMENT OF AGENTS BY CITY., The City may employ
such persons or entities as it deems necessary or advisable to perform its- duties and
obligations hereunder,: 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, to rely, :and shall be fully protected in doing, so:,. upon,
the opinions, calculations, determinations and directions of such persons or entities.
•
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ARTICLE Vill
• MODIFICATION MAMENDMENT
Section 1.01,A MENDMENTS PERMITTED. The provisions of this Resolution
may be. amended only as provided in this Section 7.01 and, any, such amendment may
not modify any of the rights,.or obligations of the Agent :without its written consent.
(A) With Consent: 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. to the affirmative vote: at a; meeting of Owners, or
with the written consent without; a meeting, .of the Owners of . 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 modification or amendment shall:
(i) extend the maturity of any Bond or reduce the interest rate thereon,
or otherwise alter or impair the obligation of the; City to `pay the principal of, and
the interest and any premium on, any'Bond, without the express consent of the
Owner of such Bond;
(ii) permit, the creation by the City of. any pledge or lien upon the
Reassessments superior'to or on ,a parity 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
(iii) reduce the percentage of Bonds :required for the amendment hereof,
or to ame. nd'this Section 7.01.
(B) Without Consent. This Resolution and the rights and - obligations of the
City and of the Owners may also. be modified or amended at 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:
(i) to add to the covenants and agreements of the City in this
,Resolution contained, other covenants and, agreements thereafter to be
observed, or to limit or surrender any right or power herein reserved to or
conferred upon the City;
(ii) to make modifications, not adversely :affecting any outstanding
series of Bonds of the City in any material respect;
(iii) to, snake such provisions for the purpose of curing any ambiguity, or
of curing, 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 notadversely affect the rights of the Owners of the Bonds; or
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(iv) 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. The City may at any time. call a :meeting of
the Owners. In 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 by Section 7.01 hereof, to take :effect when
and a& 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 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 of beast sixty percent
(60 %0) in aggregate principal amount of the Bondsthen Outstanding (exclusive 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 ; effective only if
accompanied b;, p of the Bonds for which such consent is given,
which proof sha I be such sW s- permitted` by Section 8.04. Any such consent shall be
binding, upon -the Owner of the Bonds giving such. consent and on any subsequent
:t such subsequent Owner has notice thereof) unless such
consent is revoked in writing, by ahe :Owner giving; such consent or a subsequent 'Owner
by filing such revocation with the Agent prior to the date when the notice hereinafter in
his .Section provided for has been mailed; and
consents to the Supplemental Resolution, d ercenta shall . have filed their
( ) After the Owners of the. require e. of Bonds percentage.
pp ion, the City shall .mail a notice to the Owners in
the manner hereinbefore 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 be effective as provided
in this Section but failure 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 the papers required' by this Section 7.0.3
to be filed with' the Agent, shall be proof of the matters therein stated until' the contrary
is proved. The Supplemental Resolution shall become effective upon the filing with the
Agent of .the ,proof of matters: therein. of such notice, and the Supplemental 'Resolution
shall be deemed conclusively binding (except as otherwise hereinabove specifically
- 32'-
provided in this Article) upon the City and 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 7.04. DISQUALIFIED BONDS. Bonds owned or held for the account of
the City, excepting any pension, I or reti'rernent fund, shall not be 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 shall not be entitled to vote upon, consent to,
or take any other action provided for in this Article VII.
Section 7.05. EFFECT OF. SUPPLEMENTAL RESOLUTION. From and after
the time any Supplemental Resolution becomes effective pursuant to this Article VII,
this Resolution shall be deemed to be modified and amended ,in accordance therewith,
the respective rights, duties and obligations under this Resolution of the City and all
Owners of Bonds. Outstanding shall' thereafter be.. 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 be deemed to be part
of the terms and conditions of 1his Resolution for any and ail 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,
• by endorsement or otherwise, in form approved by 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 be made on such Bond: The City may 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 without cost to any Owner, for Bonds then Outstanding, upon surrender of
such Bonds.
Section 7.07. AMENDATORY ENDORSEMENT OF BONDS. The provisions of
this Article VII hall not prevent any Owner from accepting any amendment as to the
particular Bonds held by such Owner, provided that due notation thereof is made on
such Bonds.
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ARTICLE VIII
'MISCELLANEOUS
•
Section 8:01. 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 behalf of the City shall be for the sole and exclusive benefit of the
Owners and the Agent.
Section 8.02: SUCCESSOR 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 contained by or on
behalf of the City shall bind and inure to the benefit of the respective successors and
assign& thereof whether so expressed or not.
Section 8.03. DISCHARGE OF RESOLUTION.
(A) General. Subject to 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`the following ways: •
(i) by paying or causing to be paid the principal of (including any
Sinking Fund Payments) and interest and any premium on all Bonds
Outstanding, as and when the same become due and payable;
(ii) 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
(iii) by irrevocably depositing with the Agent, in trust, cash and Federal
Securities in such amount as the City shall_ determine, as confirmed by an
independent certified public accountant, which will, together with the interest to
accrue thereon and moneys then on deposit in the Redemption Fund be fully
sufficient 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.
(B) Requirements. If such Bonds are to be redeemed prior to the maturity
thereof notice of such redemption shall have been given as in this Resolution provided
or provision satisfactory to the Agent shall have been made for the .giving of such
notice, then, at the election of the City, and notwithstanding that any Bonds shall not
have been surrendered for payment, the pledge of the Reassessments° and other funds
-34-
provided ;for in this Resolution and all other obligations 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 aid to the Owners of the Bonds not
p 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 from 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 by the Agent upon payments of all fees and
expenses of the Agent, which are_ not required for said purpose, shall be paid over to
the City to be used by the City as provided in the Act and the Bond Law.
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 instruments of similar tenor,
and shall be executed by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date 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 be recorded in the
state in which he purports to act, that the person signing such request, declaration or
other instrument or writing acknowledged to him the execution thereof, 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 by the registry books. Any consent, request,
declaration or other instrument. or writing of the then registered Owner of any Bond shall
bind 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 for the payment of the
principal of, or interest or any premium on, the Bonds, but nothing herein contained
shall relieve any such member, officer, agent or employee from the performance of any
official duty provided by law.
Section 8.06. NOTICES AND DEMANDS. ,Any notice or demand which by any
provision of this Resolution is required or permitted to ,be given or served by the Agent
to or on the City may be given or served by being deposited postage prepaid in a post
office letter box addressed (until another address is filed` by the City with the Agent) as
follows:
CITY OF PETALUMA
11 English Street
Petaluma, CA 94953
Attention: Finance Director
Section 8.07. PARTIAL INVALIDITY. If any _Section, paragraph, sentence,
clause or phrase of this Resolution shall for any reason be held illegal or unenforceable,
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such holding shall not affect the validity of the remaining portions of this Resolution.
The City hereby declares that it would have adopted this Resolution and each and
every other Section, paragraph, sentence, clause or phrase hereof and authorized the
issue of the Bonds pursuant thereto irrespective of the fact that any one or more
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
notwithstanding, any moneys held by the Finance Director in trust for the payment and
discharge of the 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 be governed by and
enforced in, accordance with the laws of the State of California applicable to contracts
made and performed 'in the State of California.
Section 8.10. CONFLICT WITH ACT_ . In the event of a conflict between any
provision. of this Resolution with any provision of'the Act, the provision of the Act 'shall
prevail :over1he conflicting provision of this Resolution. •
Section 8.1 -1. CONCLUSIVE 'EVIDENCE OF REGULARITY; VALIDITY. Bonds
issued pursuant to this Resolution shall constitute conclusive, evidence fl 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 Bonds 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. PAYMENT 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 redemption 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 but may be made on the next succeeding day which '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 bate until such Business Day.
Section 84 1 REPEAL OF INCONSISTENT RESOLUTIONS. Any -resolution of
the Council, and any part of such resolution, inconsistent with this Resolution, is hereby
repealed to the extent of such inconsistency.
Section 8.14, AUTHORITY OF FINANCE DIRECTOR. All actions mandated.. by
this Resolution to be performed by the Finance Director may be performed by the
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designee thereof or such other official of ,the City or independent contractor, consultant
or-trustee duly authorized, by the City to 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 RESOLUTION. This Resolution shall
become effective upon the date of its adoption.
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INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk
APPROVED:
Mayor
City Manager
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EXHIBIT A
CITY OF PETALUMA
Consolidated Reassessment and Refunding District of 2004
(Assessment Districts Nos. 24 and 25)
DESCRIPTION OF PRIOR DISTRICTS ANDPRIOR BONDS
Prior Districts &.Bonds' °Bonds Terms
Assessment Bond Bond Original
District/ Res Res Bonds: Redemption Principal
Bonds No. Date Dated Premium Amount
Limited Obligation Improvement Bonds
City of Petaluma
Assessment District No. 24
Lakeville Highway Road Improvements
n '
Scheduled
Principal Final
Remaining Maturity
Series1996 -2 96- 202N CS 7/15/96 8/7/96 3% $2,572,611 $ 9/2/2021
Limited Obligation Improvement Bonds
City of Petaluma
McNear Landing
Assessment District No. 25 97- 20:0NCS 10/20/97 10/30/97 .3% $1,800,000 $
9/2/2018
EXHIBIT A
Page 1
EXHIBIT B
CITY OF PETALUMA
Consolidated Reassessment and Refunding District of 2004
(Assessment. Districts Nos. 24 and 25)
SPECIFIC .BOND TERMS AND" CONDITIONS
The following terms and conditions shall be part of the within Resolution of
Issuance as if set forth in the text thereof:
Principal Amount: Under Section 2.01, the Principal Amount of the Bonds is
and the Bond Date is ! 2004.
The first Interest Payment Date is March 2, 2005.
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 %
Together with a Term Bond maturing September 2, 20 in the principal amount
of $ with interest at the rate of % per annum.
Bond Redemption:
Under Section 2.03 (A) (i) and (ii), the Redemption provisions are as follows:
Redemption Dates Redemption Premium
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•
have been redeemed pursuant to , subsection (i) above the total amount of all
future sinking fund payments relating to such maturity shall be reduced by the
aggregate principal amount of Term Bonds of such maturity so redeemed, to be
a /locafed, among such sinking fund payments on a pro rata basis in integral
multiples of $5, as determined by the Agent, notice .of which determination
shall be given by the Agent to the City.
Sinking Fund
Redemption Date Principal Amount
(September 2) To Be Redeemed
Deposit to funds: Under Section 4.101,' hereof, on or before the Closing Date,
the following transfers and deposits shall be made:
1. Brandis Tallman LLC, as the Original Purchaser of the Bonds, shall
wire transfer to the Escrow Holder for deposit in the Escrow Fund, the
amount of $ from Bond Proceeds;
2. Brandis Tallman LLC, as the Original Purchaser of the Bonds, by a
separate wire, shall transfer to the City the amount of
$ from Bond Proceeds for deposit by the Finance
Director for the Bonds as follows:
(a) $ 'to the Costs of Issuance Fund,; and
(b) $ to the Reserve Fund;
3.. The Finance Director, for the City, shall wire transfer to the Escrow
Holder `fo"r deposit in the Escrow Fund, the amount of $ ,
being the total of:
(a) .$ from the Prior Bonds' reserve fund; and
(b) $ from the Prior Bonds' redemption fund.
Any fudhe "r tak roil collections for the Prior Bonds received' by the .City from the
County, shallbe deposited to the Reserve ,Fund',for the. Bonds.
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EXHIBIT C
FORM
OF BOND
United States of America
State of California
County of'Sonoma
County of Registered Registered
Number A- - -- * * *$* **
LIMITED OBLIGATION
REFUNDING IMPROVEMENT BOND
CITY OF'PETi4LUIVIA
Consolidated, Reassessment Refunding. District of 2004;
(Assessment Districts Nos. '24 and 25)
INTEREST ;RATE MATURITY DATE DATED DATE CUS:IP
REGISTERED , OWNER:
PRINCIPAL AMOUNT * ** DOLLARS * * *.
Under and 'by virtue of the Refunding Act, of 1984 for 1915 Improvement Act
Bonds iof,, Division 11.5 (commencing with Section 9500) of the Streets, and; Highways
Code (the "Act"), th'e 'City of Petaluma (the City) County of Sonoma, State of.California,
will, out of the _redemption fund for the payment of the bonds issued upon the unpaid,
portion of reassessments ;made for the acquisition, work and improvements more fully
described in proceedings taken pursuant to Resolution of Intention No. 2004-
adopted 'by the City Council of the City on May 3, 2004, 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 ") ni each year commencing
on March 2., 2005.
This Bond bears interest from the interest payment 'date next preceding its date
of authentication and registration unless it is authenticated and registered (i) p rior to an
Interest Payment Date and after the close of business of the fifteen day,preceding such
Interest Payment Date, in wwhich 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 March 2 2005 in which event it shall, bear interest from its date, until
payment. of such principal sum shall have been discharged. 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 that principal and redemption premiums if any, shall be paid upon
surrender to the City, at the corporate trust :office of JPMorgan Chase Bank, as
EXHIBIT C
Page 1
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 redemption 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 th& 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 calendar month immediately preceding each
Interest Payment Date provided however- - uon request in writing of an Owner of
$1,000,000 or more in aggregate principal amount of Bonds such request having been
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 bond 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 said redemption fund with which to pay
same. If it is not presented at maturity, interest thereon will run until maturity.
This bond shall not be entitled to, any benefit under`the Act and the Resolution
Authorizing of Issuance of Refunding Bonds (the "Resolution of Issuance ") or become
valid or obligatory for any purpose, until the certificate of authentication and registration
hereon endorsed shall have been dated and signed bythe Agent.
This bond is brie of several annual :series of bonds of .like date, tenor, and effect,
but differing in amounts maturities and interest rates, issued by 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 secured by the moneys in
the redemption fund and by the unpaid portion of assessments made for the payment
of those improvements, and, including principal, and nterest, is payable exclusively out
of the redemption. fund.
This bond is 'transferable by the registered owner hereof, in person or by the
owner's attorney duly authorized! in writing, at the office of the -Agent, subject to the
terms and cond itions provided, in the Resolution of Issuance ` including the - payment 'of
certain charges, if any, upon surrender and cancellation of this bond. ,Upon transfer., a
new registered bond or bonds, ;of any authorized denomination or denominations,, of the
same maturity, and for the same aggregate principal amount, `will be issued to the
transferee in exchange therefor.
Bonds shall be registered only in the name of an individual (including joint
owners), a corporation, a partnership, or a trust.
Neither the required t y 9 q, nor the Agent shall be to exchange or to register the
transfer of bonds .during the 1`5 days immediately preceding any Interest'Payment Date.
EXHIBIT C
Page. '2
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 be; affected by any notice to ,
the contrary. .
This Bond or any portion of it in the amount of five thousand dollars ($5,000), or
any :integral multiple thereof, my
_ a be redeemed, paid in advance of maturity upon
the any Interest Payment Date in :any year by ,giving at least 30 days' notice by
registered or certified mail -or personal service to the registered owner hereof at .the:
registered, owner's address as it appears on the registration books of the Agent and by
paying prin and accrued interest together with a premium, expressed as
percentage of principal to be redeemed, as follows:
Dates Premium
The bonds maturing on, September 2, 20 are subject to mandatory
redemption ` in part by lot, on September 2 in each year, commencing September 2,
20_, from sinking ;fund payments from the redemption fund at a redemption price
equal to the principal amount thereof'to be redeemed, without premium, as follows:
Sinking Fund
Redemption Date Principal Amount •
(September 2) To Be 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 tole cover any deficiency :which may occur 1n the redemption fund the bonds;;
however, the City is not prevented, in `its sole discretion, from so advancing fu I nds.
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' 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 by an
authorized r'epr'esentative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHER1lISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
EXHIBIT C'
Page 3
IN WITNESS WHEREOF, the City of Petaluma has caused this bond to be
signed �in.facsimil& by the Treasurer of the City and by its City Clerk, and has cause its
corporate seal to be reproduced in facsimile .hereon all as of day of
_ 20.04.
CITY OF PETALUMA
Treasurer
City Clerk
[SEAL]
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CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the bonds described in the within mentioned Resolution of
Issuance,
Dated: ; 2001
JPMorgan Chase,
as Agent
By:.
Authorized Officer
C7
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
bond, 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 by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be 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 Number of
Assignee)
the within mentioned Bond and hereby irrevocably constitute(s) and appoint(s) _
attorney, to transfer the same on the registration books of the
Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
EXHIBIT C
Page 6
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.
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ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT
The Agreement between MuniFinancial and the City of Petaluma dated January 1, 2003 (herinafter
the "Agreement ") is amended as follows:
Exhibit A of the Agreement entitled "Scope of Services" is amended to include the following:
Task 1: Data Preparation and Official Statement Disclosure Information
MuniFinancial will provide detailed parcel information and summary reports regarding the Remaining
Amount of Unpaid Assessments, County Assessed Values, Value to Liens,, Current and Prior Year
Delinquencies and other disclosure data tables that the finance team may require.
MuniFinancial will research and update County information as necessary to provide more current
ownership and parcel development status as warranted in the financing documents.
MuniFinancial will prepare data tables for the official statement' including value -to -lien analysis, top
owners, development status, and other similar type reports as requested by the financing team.
Task 2: Reassessment. Report
MuniFinancial will also prepare the Reassessment Report according to the requirements set forth in
Division 11.5 of the Streets and,Highways Code of the State of California. We will prepare and record
the District Diagram and Notice of Reassessment with the County. We hand walk the Documents
through the agency's staff for signature, and we are available to attend any Council or financing team
meetings.
The following is included in the Task 2 scope of services:
MuniFinancial shall prepare ;a District Debt Service Schedules for each ofthe setting forth the
unpaid principal and interest on the bonds -to be refunded and the total amounts thereof.
MuniFinancial shall prepare 'a cost estimates. for the.each of the Districts including the total estimated
principal amount of the reassessment and of the refunding, bonds and the maximum interest rate
thereon, together with an estimate of cost for the reassessment "and the refunding bonds issuance costs,
as defined by subdivision (a) of Section 9600.
MuniFinancial shall,pre.pare the Auditor's Record for each parcel in the refunding districts pursuant to
Section 8682 showing the schedule of principal, interest, and total installments on all unpaid
assessments.
MuniFinancial shall prepare ,an estimated amount of the reassessment for each parcel, `identified by
reassessment number corresponding to the reassessment number on the reassessment diagram.
MuniFinancial shall prepare !a table listing the names and addresses of the property owners as they
appear on County records:
MuniFinancial shall prepare a statement explaining the method of reassessment used in calculating each
parcels new reassessment.
MuniFinancial shall prepare the Reassessment Diagram and record it with the County.
MuniFinancial Page 1 City of Petaluma
Addendum to Agreement dated January 1 2003
0.
Exhibit A of the. Agreement entitled "Cost Proposal" is amended to include the following
additional fees: $8;900.00, plus customary out of pocket expenses. These expenses would apply to,
but,arenot limited to: Assessor parcel maps and data; postage; travel expenses; meals; telephone
expenses; reproduction expenses; county and legal fees and costs.
All other terms and conditions contained, in the Agreement shall remain in full force and effect.
Executed this day of , 200.4.
MuniFinancial City of Petaluma
By: By:
Frank G. Tripepi
Title: President & CEO Title:
Address: 27368 Via.Iridustria, Suite 1`10 Address:
Temecula, California 92590 -3661
MuniFinancial Nge 2 City of Petaluma
Addendum. to Agreenlent'dated January 9, 2003
SIXTH SUPPLEMENT
TO
PROFESSIONAL PROFESSIONAL SERVICES AGREEMENT
This Sixth, Supplement to Professional Services Agreement is dated as of April 1, 2004
and supplements that certain Agreement, dated as of March 31st, 2000 (the
"Agreement "), between the City of Petaluma (the "City") and Jones Hall, A Professional
Law Corporation ("Consultant").
36. Additional Services
A. The City is conducting special, summary reassessment and refunding improvement
bond proceedings (the "Proceedings ") in and for its Consolidated Reassessment and
Refunding District of 2004 (Assessment Districts Nos.. 24 -and 25) (the "Reassessment
District "), including the issuance of refunding improvement :bonds for the Reassessment
District (the "Refunding Bonds").
B. In connection with the Proceedings for the Reassessment District and the issuance
of the Refunding Bonds, the City is in need of the services of the Consultant as bond
counsel and disclosure counsel.
• C. Consultant agrees to provide all customary bond counsel services in connection with
the proceedings for the Reassessment District and the issuance and sale of the
Refunding Bonds, including those services :generally as follows: (i) Confer and consult
with the officers and administrative -staff of the City and City's financial advisors,
underwriters and consultants as; to matters relatin=g to the Proceedings (ii) attend such
meetings of the City deemed necessary by Consultant for the proper conduct of the
Proceedings or when specifically requested by.the City to attend; (iii) any required
resolutions, notices, instructions:; and legal documents 'necessary for the proper conduct
of the Proceedings; (iv). review all financial documents for legal sufficiency; (v) review,
without undertaking an independent investigation„ any official statement or other
disclosure document prepared, in connection with the Proceedings to assure
correctness of disclosure relating to the legal documents prepared by Consultant; (vi)
Prepare and provide all closing documents required to. accompany issuance of the
Refunding Bonds; (vii) prepare and provide a complete, transcript of the conduct of the
proceedings necessary to' accompany issuance of the; Refunding Bonds; and (viii)
subject to the completion of proceedings to the satisfaction -of the Consultant, provide
the legal. opinion 'of the 'Consultant approving in all regards the legality of the
Proceedings relating to the. Refunding Bonds and the legal opinion of Consultant that
the interest on the Refunding Bonds is exempt from federal and California personal
income taxation.
D. Consultant agrees to provide all disclosure counsel services in connection with the
Proceedings for , the District, including those services generally as follows: (i) Confer and
consult with.the officers and administrative staff of the City and City's financial advisors,
13
.underwriters and 'consultants as to matters relating to 'the Refunding; Bonds; (ii) attend -
such meetings of the City deemed necessary by Consultant for the proper. issuance of •
the Refunding Bonds 'or when specifically requested by the City to attend; .(iii) prepare
the Official Statement for the Refunding Bonds in preliminary and final forms and
prepare the purchase agreement for the Refunding Bonds; and (iv) provide an opinion
to the City and the original purchaser .of the Certificates stating that based upon
Consultants participation in the preparation of the Official Statement,, nothing has come
to their attention to lead them to believe - that the Official Statement (except for any
data or forecasts, financial t pro jections, nassum assump and Sess exp .numbers, charts,
p p s of opinion included therein, and The
Depository; Trust Company and its book -entry , system, and information in the
Appendices, as to which we express no view) as of the date of the Official Statement or
the ,date hereof contains -any untrue statement of a material fact or omits tor state any
fact necessary in order to make the statements therein, in the light of the
c ctumstances under which they were made, not misleading.
E. As compensation for the additional services to be provided under' this Sixth
Supplement, Consultant shall ;receive a flat fee of $25,000 for bond' counsel services
under 36(C) and a flat fee of $15,000 for disclosure counsel services under 36(D) and
messenger duplicating and delivery costs of not to exceed $2,000 the payment of
which shall be contingent upon the sale and delivery of the Refunding Bonds, which
shall include compensation to the Consultant for all out =of- pocket expenses -and closing
and transcript costs.
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F. 'The :following are excepted from the services to be performed by the -Consultant
under this, Sixth Supplement: (i)' any services rendered in any. litigation including�� any
validation proceedings deemed, necessary by Consultant) involving' the :City or the
Proceedings; (ii) advice and preparation of documentation regarding compliance with
Section 148 of the Internal Revenue Code of 1 relating to arbitrage limitations and
rebate provisions, (iii) advice and services for all applicable federal securities laws land
continuing disclosure (iv) the preparation of auditor (debt - collection) records, .
instructions and services relating to prepayment of 'reassessment's and the calling of
any of the. Refunding Bonds and (v) any advice of .a substantial nature; regarding the
servicing of the :Refunding Bonds. Such services which Consultant arewuilling to tender
forlthe City shall be the subject of separate.agreement by and between the City and the
Consultant.
37. Continuation of Other Terms of Agreement All other terms of the Agreement shall
apply to this. Supplement, as though fully eset forth herein.
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IN. WITNESS 'WHEREOF, the parties hereto have ,executed this document the
day, month and year first above written.
CITY OF PETALUMA
CONSULTANT
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
Department Head
APPROVED:
Risk Manager
APPROVED:
Finance Director
By
Stephen R. Casaleggio
Vice President
Title
650. California Street, 18th Floor
Address
San Francisco, CA 94108
City, State Zip
942698987
Taxpayer I. D Number
931332
Petaluma Business Tax Receipt Number
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..A
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KNN
Felling, Northcross & .Nol)riga
Financial Advisors io,Fnblic Agencies
April 15, 2004
Ms. Cinde Rubaloff
Accounting Manager
City of Petaluma
Post Office Box 61
Petaluma CA 94953
Dear Ms. Rubaloff:
We are advised that the City of Petaluma (the "City") is contemplating issuing an estimated $3.6 million
in Limited Obligation Refunding Improvement Bonds - Consolidated Reassessment and Refunding District
2004 (Assessment Districts Nos. 24.and „25). We are further advised that you wish to employ the services
of an independent financial advisor to assist you in structuring the financing and negotiating the pricing
with Bra Tallman, the Underwriter. Accordingly; Kelling, Northcross & Nobriga ( "KNIN" ), A
Division of Zions First National Bank, proposes to perform the services listed below for the City in
connecticn with your financings.
Scope of Services
It will be tht financial Advisor's responsibility to perform the following on behalf of the City of
Petaluma:
Together with the City Bond Counsel, Underwriter, other technical consultants and
advisory groups, develop a financing .plan consistent with the goals and objectives
established by the City, that will result in the most cost efficient result. This would
include, but, not be limited to, determination. of series and/or type of bonds issued, and
other factors that affect the structuring of bond issues.
2. Size the issue, in conjunction with the Underwriter, taking into account funds on hand,
accounting costs, and other costs of issuance items. Provide financial analysis for sizing
the fin ancing. alternatives, in a timely manner.
3. In cooperation with Bond Counsel, review and advise on all documents necessary to
implement the proposed financing plan.
4. In conjunction with the Underwriter, structure those terms and conditions such as
maturities, coupon rates, call features and security features for the bond issue which most
advantageously meet the dernands of current market conditions and meet the objectives
of the•City and ensure the lowest possible net interest cost.
•
5. Provide tech_ nical support in defining disclosure issues necessary to meet appropriate
; lines.
1333 Broadwav stlilc 1(1(10 Oakland. CA 9 i612 j 10- 839 -8200 rAx 510 - 208 -8282 www.knninc.cum
4 DIVISION 06
'!.IONS. rl RS NATIONAL, BANK
. 6
City of Petaluma
April 15, 2004
Page 2 •
6. Assist in the development and drafting of the Preliminary and Final Official Statements
for the negotiated sale.
7. Assist Bond Counsel with the preparation and review of the documents as necessary for
issuance of bonds
8. Arrange for the printing of the Preliminary and Final Official Statements.
9. Coordinate the efforts of Bond Counsel Disclosure Counsel, Reassessment Engineer and
other team members.
10. Assist City and City staff, Bond Counsel, and Underwriter with required disclosure
certificates.
11. Maintain a continuity of representation at all meetings on the issue, which :involves
discussion, of the transactions; as well as representation at working group meetings.
12. Organize and .participate in information meetings, if needed, to create investor interest in
the bond issue for strong competitive bidding.
13. Arrange for distribution of the Final Official, Statements. 0
14. Advise as the best of 'investing the proceeds oNhe sale that, will properly baiance
safety,.,iiquidity and yield and meet :arbitrage requirements. The City is participating in
the Cali..fornia Arbitrage Management Program (CAMP) and may prefer to remain with
CAMP for this bond issue.
15. Provide. cost control services through negotiation to ensure. all issuance costs are as '.ow
as possible, including but not limited to the, following:
a. Selecting of Paying Agent/Escrow Agent by RFP and evaluation of first year
fees, including the first year's administration fee, acceptance fee and out-of-
pocket expenses on a not-to- exceed basis or negotiating fees with existing, Paying
Agent/Escrow Agent. Subsequent annual Paying Agent/Escrow Agent charges
should also be evaluated for cost comparison of bidders.
b. Printing costs of Preliminary and Final. Official Statements and securities.
C. Overlapping Debt Statement and independent verification of numbers.
d.. Bond Counsel and consent letter from outside auditor (if needed).
e.. ;Negotiate and control all issuance costs associated with the financing.
16. Review comparable sales in the market and negotiate underwriting spread and bond .
pricing with the Underwriter.
KELLING NORTHCROSS & NOBRIGA
City of Petaluma
• April 15, 2004
Page 3
In summary, the Financial Advisor will act on behalf of the City to assist in minimizing the costs of the
proposed financing under the most reasonable terms and conditions.
City's Obligations
The City agrees to cooperate with KNN bond counsel and other parties to the transactions, and to furnish
the necessary information for the preparation and drafting of the legal documents and the official
statement, and to assert its best efforts to verify the accuracy of the information contained in such
documents.
Duration
This agreement with the City T.-.ay be terminated by 30 day written notice of the City to KNN or by KNN
to the City.
Compensation and Expenses
We propose a $25,000 advisory fee for the estimated $3.6 million Limited Obligation Refunding
Improvement Bonds- Consolidated Reassessmelit and Refund ing.,District.2009 (Assessment Districts Nos.
24 and 25). Such fees shall be contingent upon closing of the financing and is payable solely from bond
proceeds.
• KNIT limits the other costs for which we seek reimbursement. KNN agrees to pay its own out -of- pocket
expenses for travel Nvithin Calaiforn a and computer and telephone charges incurred by us in performing
our duties and obligations. Other costs of issuance - including but not limited to bond counsel's fee,
consultants' fees, trustee, outside copying, rating fees, ,paying agent or fiscal agent fees and charges, if
any, publication of required notices, "if 'any printing and distribution of the preliminary and final official
statements and notice of sale; if any, printing and delivery of securities 'travel expenses of City officials,
out -of -state travel expenses of KNN, if any; courier or delivery charges, operator assisted telephone calls,
and the cost of obtaining statistical statements shall be, paid by the City either directly or reimbursed to
KNN. We would cap our out -of- pocket expenses- at $2,000.
KELLING, NORTHCROSS & NOBRIGA
4 Division of Zions First National. Bank
By
''��iceent
Accepted:
City of Petaluma
By— -- - - - - -- —
KELLING, NORTHCROSS & NOBRIGA