HomeMy WebLinkAboutResolution 95-314 12/18/1995
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~~S®IutlOrl ~o. 95-314 N~.~.
of the City of Petaluma, California
AMENDED RESOLUTION .AUTHORIZING ISSUANCE OF BONDS IN
ASSESSMENT DISTRICT NO. 23, REDWOOD BUSINESS PARK 3
The City Council of the City of Petaluma resolves:
This resolution amends Resolution No. 95-286 N.C.S., Resolution Authorizing
Issuance of Bonds, adopted by the City Council on November 6, 1995.
Section 1. RECITALS. On August 21, 1995, the City Council of the Ciry of Petaluma
adopted its resolution of intention to order improvements in Assessment District No.. 23,
Redwood Business Park 3, City of Petaluma, Sonoma County, California, under the
provisions of the Municipal Improvement Act of 1913 (the "Act"), as amended.
Proceedings taken under the Act led to the levy of a special assessment by the Council
against parcels of land within the assessment district in the total amount of $3,600,000.00.
These assessments were recorded in the office of the County Recorder of the County of
Sonoma, and thereupon become a lien on each parcel assessed. The period within which
parcel owners might pay their assessments in cash without interest was waived.
Section 2: ISSUANCE OF BONDS. The Council hereby authorizes the issuance of
improvement bonds under the provisions of the Improvement Bond Act of 1915 to
represent unpaid assessments in an amount of $3,600,000.00. Each bond shall be
designated, "Limited Obligation Improvement Bond, City of Petaluma, Assessment District
No. 23, Redwood Business Park 3, Series No. 1995-A." Bonds shall. be dated
approximately the date of delivery and issued in denominations of $5000 or integral
multiples thereof. Bonds shall mature in principal amounts as set forth in the table
attached as Exhibit A. The bond date and interest rates on the bonds shall be as set forth
in the bond purchase agreement.
Section APPOINTMF,NT OF PAYING AGENT. REGISTRAR AND TRANSFER
AGENT. The Council hereby appoints the First Interstate Bank of California (the "Bank")
as paying agent, registrar and transfer agent for the bonds in accordance with an
agreement between the City of Petaluma and the Bank.
Section 4. FORM AND EXECUTION. Bonds shall be issued as fully registered
bonds substantially in the form set forth as Exhibit B to this resolution. The bonds shall
be signed by the Treasurer and the City Clerk and the seal of the City shall be affixed.
Both signatures and seal :nay be reproduced on the bonds by facsimile, but upon its
registration or reregistration each bond shall be authenticated by the manual signature of
the Bank.
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Res. No. ........9.~.-.et. ~.`.x.... N.C.S.
Ttie .Bank shall assign to each bond authenticated and registered by it a distinctive
letter; or number, or letter and number., -and shall maintain a record thereof which shall
be available to the City for inspection.
Section 'S. ESTABLISHIVIENT OF SPECIAL FUNDS. For administering the proceeds
of the sale of bonds and payment of .interest and principal on the bonds, there are hereby
established five funds to be known. as the improvement fund, the redemption fund, the
special reserve-fund, the investment earnings, fund and, the arbitrage rebate fund,
respectively, for Assessment District No. 23, Redwood Business Park 3.
Section 5.1.. IMPROVEIVIE'NT FUND. 'Except as provided in Section 5.3, proceeds of
sale of the bonds, together with all amounts paid on' the assessments before bond
issuance, shall be deposited in the improvement fund to be maintained by the Finance
Director. Disbursements from the improvement fund shall be made by the Finance
_ Director ~in accordance with.. he budget of esti'mated' costs and expenses set forth in the
amended engineer's report heretofgr-e approved by the Council, which report and budget
are subject to modification by the Council from. time to time as prescribed 'by the Act.
Section 5.2. REDEMPTION FUND. Thee redemption fund shall be maintained by
the Finance Director. All payments of principal .and ,interest installments on the
assessments, together with penalties; if any, shall be deposited in the redemption fund,
which shall be a trust fund for the benefit of the bondholders. Payment of the bonds at
' interest. on the bonds shall be made
maturity, or at redemption before maturity; and all
from the redemption fund. The City shall deposit into the redemption. ,fund, from the
proceeds of the sale of the bonds; the, amount of $167,872,25, which shall be applied to
payment of the first payable interest on the bonds until fully expended.
Section 5.3. SPECIAL RESERVE FUND. There shall be deposited into the special
reserve fund the amount of $249,528.00 from the proceeds of the sale of .bonds. That
amount, less any amounts. transferred to the redemption fund pursuant to Section 8884 of
the Streets and Highways Code; shall constitute. the "Reserve Requirement" for the bonds.
The special reserve fund shall be maintained by the Finance Director.
A. During the term of the bonds, the amount in the special reserve fund shall
be available for transfer into the redemption fund in accordance with Section 8883 of the
Streets and I=lighways Code. The amount so advanced; shall be reimbursed to the special
reserve fund from the proceeds of redemption or sale of the parcel for which payment of
delinquent assessment installments was made from the special reserve fund..
B. If any assessment is prepaid before final maturity of the bonds, the amount
of principal which the assessee is required to prepay shall be reduced by an amount
which is in the same. ratio to the original: amount of the special reserve fund as the
original amount of the prepaid assessment bears to the total amount of unpaid
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Reso. 95-314 NCS
assessments. originally securing the Bonds. This reduction in the amount of principal
prepaid shall be balanced by a transfer from the special reserve fund to the redemption
fund in the same amount.
C. The amount maintained in the special reserve fund will never exceed the
Reserve Requirement. Proceeds of investment of the special reserve fund shall be
deposited in the investment earnings fund.
D. When the amount in the special reserve fund equals or exceeds the amount
required to retire the remaining. unmatured bonds (whether by advance retirement or
otherwise}, the amount of the special reserve fund shall be transferred to the redemption
fund, and the .remaining installments of principal and interest not yet due from assessed
property owners shall be cancelled without payment:
Section 5.4. INVESTMENT EARNINGS. FUND',. Proceeds of the investment of
amounts in the improvement fund and the special reserve fund will be deposited in the
investment earnings fund. As of September- 2 of each year during the term of the bonds,
the Finance Director shall determine whether any portion of investment earnings: must be
rebated to the United States pursuant to Section 148: of the United States Internal Revenue
Code and regulations adopted thereunder..Any amounts required to be rebated will be
transferred to the arbitrage rebate fund, and the balance will be transferred as follows:
(a) To the extent that the balance in the special: reserve fund is less than the
Reserve Requirement, a transfer will be made from the investment earnings fund to the
special reserve fund.
(b} The remaining balance in the investment earnings fund, if any, will be
transferred to the improvement fund until the improvement is completed and the
improvement fund is closed; thereafter the balance in the: investment earnings fund will be
transferred to the redemption fund. to be used, in the discretion of the Finance Director,
as a credit upon the annual installments of assessment: or for the advance retirement of
bonds.
The Finance Director is authorized to retain independent attorneys, accountants
and other consultants to assist in complying with Federal requirements.
Section. 5.5. ARBITRAGE. REBATE FiJND. Amounts in the arbitrage rebate fund
shall tie invested in the same manner as amounts in the other funds and shall be held in
trust for rebate to the United States at the times required by .Section 148 of the United
States Internal Revenue Code and regulations adopted thereunder.
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Reso. 9'S-314 NG:S
Section. 5.6 RETURN OF UNCLAIMED FUNDS.. 'Other provisions of this resolution
to the contrary notwithstanding,. the Bank shall return to the City any funds held by it
hereunder not later than twelve (12) months before those funds would escheat to the
State of California under any law now or hereafter enacted.
Section 6. PAYMENT ON BONDS. Tlie principal and interest on the bonds shall
be payable at the office of the First Interstate Bank, 26610 W. Agoura Road, Calabasas,
California 91.302. Principal and interest shall be paid by check, draft or warrant mailed to
the registered owner of .each bond at the owner's address appearing on the register
maintained by the' Bank on the fifteenth day of the month immediately preceding any
payment date (the "Record Date").
Upon the payment and cancellation of any bond, the bond shall be destroyed and
the Bank shall furnish the City a certificate of destruction.
Section 7. ADVANCE RETIREMENT OE BONDS. Any Bond or any portion thereof
in the amount of $ 5,000 or ariy integral multiple thereof,: may be redeemed and paid in
advance of maturity upon the second day of March. or September in any year by giving at
least 30 days' notice by registered or certified mail or by personal service to the registered
owner thereof at such owner's: address as it appears on the registration books of the Bank
and by .paying principal and. accrued.interest together with a premium equal to a
percentage of -the principal amount of the redeemed bond, as follows:
Redemption Date Redemption Premium
March 2, 1996 and September 2, 199.6 3:00%
March 2, 1997 and September 2, 1997 2.75%
March 2, 1998 and September 2, 199$. 2.50%
March 2, 1999 and. September 2, 1999. 2.25%
March 2; 2000 and September 2, 2000 2:00%
March 2, 2001 and September 2, 200,1 1.75%
March 2, 2002 and September 2, 2002 1.50%
March 2, 2003' and September 2, 2003 1..25%
March 2, 2004, and September 2, 2004 1:00%
March 2, 2005 and S'epteinber 2, 2005 0.75%
March 2, 2006 and September 2, 2006 0.50%
March 2; 2007 and September 2, 200.7 0.25%
March 2, '2008 and thereafter 0.00%
Section.8. REREGISTRATION. Any bond may be registered to a new owner by
completing the assignment certificate on the reverse of the bond and delivering the. bond
to the Bank: Upon reregistration, any bond may be replaced by one or more bonds of
the same maturity and' aggregate amount in denominations of $ 5000 or any integral
multiple thereof.
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Reso. 95-314 NCS
Section 9. COVENANTS. In the event of a default in the payment of any bond or
any installment of interest thereon, bondholders shall have the remedies set forth in the
Improvement Bond Act of 1915. In addition, the Council makes the following covenants,
which shall constitute a contract with the bondholders:
Section 9.1. FORECLOSURE OF LIENS. Not later than October 1 in any year, the
City shall file an action in the Superior Court to foreclose the lien of each delinquent
assessment if the sum of uncured assessment delinquencies for the preceding fiscal year
exceeds five percent (5%) of the assessment installments posted to the tax roll for that
fiscal year, and if the amount. of the special reserve fund is less than the Reserve
Requirement.
Section 9.2. ARBITRAGE. During the term of the bonds, the City will make no use
of bond proceeds which, if such use had been reasonably expected at the date the bonds
are issued, could have caused the bonds to be "arbitrage bonds" within the meaning of
Section 148 of the United States Internal Revenue Code of 1986, and regulations of the
Internal Revenue Service adopted thereunder, and further shall rebate to the United States
any amounts required to be rebated on account of arbitrage in accordance with the
provisions of that Code and those regulations.
Section 9.3. MAINTENANCE OF TAX EXEMPTION. The City will take all
reasonable actions required to maintain the status of interest on the bonds as excludable
from gross income for federal income tax purposes and as exempt from the State of
California personal income taxes.
Section 9.4. CONTINUING DISCLOSURE. At the time of delivery of the bonds the
City will furnish a certificate of continuing disclosure to permit the purchaser of the
bonds to conform with Rule 15c2-12 of the United States Securities and Exchange
Commission.
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Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the. City of Petaluma at a (Regular) d~f#'I40I~X4UR~ meeting f
on the ..1.$1.1.7--.•-.----.... day of ........D.ec~mber 19..9.5., by the
following vote:
City Attorney
AYES: Hahiilton , Maguire, Read, Barlas, Vice Mayor Shea
NOES: None r....,•
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ABSENT: S.tompe , i ligoss , Cl
ATTEST: ..........~.l.ct.--- •
a
Clerk ; May r
Oouncil File........q-..-..--•---•F'
CA 10-85 Res. No......9.5.-.a.i.~.~........ N.C.S. Page 5 Of 1~
MATURITY SCHEDULE OF BONDS
CITY OF PETALUMA
A.D. No. 23, Redwood Business Park 3
Bonds mature on September 2 in the years
and amounts, and bear interest at the annual
- rates, set forth below.
YEAR FACE AMOUNT RATE(%)
1997 75,000.00 4.750
1998 75,000.00 5.000
1999 80,000.00 5.250
2000 85,000.00 5.500
2001 90,000.00 5.750
2002 95,000.00 6.000
2003 100,000.00 6.150
2004 105.,000.00 6..300
2005 115,000.00 6.400
2006 120,000.00 6.500
2007 13.0,000.00 6.6A0
2008 135,000.00 6.700
2009 145,000.00 6.800
2010 155,000.00 6.900
2011 16:5,000.00 7.0.00
2012 175,000.00 7..000
2013 190,000.00 7.000
2014 200,000.00 7.000
2015 215,000.00 7.000
2016 230,000.00 7..000
2017 245,000.00 7.000
2018 260,000.00 7.000
2019 280.,000.00 7.000
2020 135,000.00 7.000
TOTAL: 3,600,000.00
~'°~f~O~~ ~eSp. ~~g3~+NcS
United States of America
State of California
County of"Sonoma
REGISTERED REGISTERED
Number ~
LIMITED OBLIGATION IMPROVEMENT BOND
CITY OF PETALUMA
ASSESSMENT DISTRICT NO. 23, REDWOOD BUSINESS PARK 3
SERIES NO. 1995-A
INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER
December 20, 1995
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
Under and by virtue of the Improvement Bond Act of 1915, Division 10
(commencing with Section 8500), of the Streets and Highways Code (the "Act"), the City of
Petaluma, County of Sonoma, State of California (the "City"), will, out of the redemption
fund for the payment of the bonds issued upon the unpaid portion of assessments made
for the acquisition, work and improvements more fully described in proceedings taken
pursuant to Resolution of Intention No. 95-220, adopted by the City Council of the City of
Petaluma on the 21st day of August, 1995, pay to the registered owner stated above or
registered assigns, on the maturity date stated above, the principal sum stated above, in
lawful money of the United States of America and in like manner will pay .interest from
the interest payment date next preceding the date on which this Bond is authenticated,
unless this Bond is authenticated and registered as of an interest payment date, in which
event it shall bear interest from such interest payment date, or unless this Bond is
authenticated and registered prior to March 2, 1996, in which event it shall bear interest
from its date, until payment of such principal sum shall have been discharged, at the rate
per annum stated above, payable semiannually on March 2 and September 2 in each year
commencing on March 2, 1996, based on a 30-day month, 360-day year. Both the
principal hereof and redemption premium hereon. are. payable at the principal corporate
trust office of First Interstate Bank of California, or its successor, as Paying Agent,
Registrar and Transfer Agent, in San Francisco or Los Angeles, California (the "Bank"), and
the interest hereon is payable by check or draft mailed on each interest payment date to
the owner hereof at the owner's address as it appears on the records of the Bank, or at
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an address that has been filed with the Bank for that purpose, as of the fifteenth day of
the calendar month immediately preceding each interest payment date (the "Record
Date").
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE SIDE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH HEREIN.
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 or the Amended
Resolution Authorizing Issuance of 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 by the Bank.
IN WITNESS WHEREOF, the City has caused this Bond to be signed in
facsimile by the Treasurer of said City and by its Clerk, and has caused its corporate seal.
to be reproduced in facsimile hereon all as of the 20th day of December, 1995.
CITY OF PETALUMA
Clerk Treasurer
(SEAL)
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Resolution of Issuance, which
_ has been authenticated and registered on
FIRST INTERSTATE BANK OF CALIFORNIA
as paying agent, registrar and transfer agent
By
Authorized Signatory
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~e~o , c! 5 - 3 I nJ~S
(REVERSE OF BOND)
LIMITED OBLIGATION IMPROVEMENT BOND
CITY OF PETALUMA
ASSESSMENT DISTRICT NO. 23, REDWOOD BUSINESS PARK 3
SERIES NO. 1995-A
ADDITIONAL PROVISIONS OF THE BOND
This Bond is one 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
improvements 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 interest, 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 Bank, subject to the
terms and conditions 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, for the same aggregate principal amount, wi}1 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 City nor the Bank shall be required to exchange or to register
the transfer of bonds during the period commencing with the fifteenth day of the calendar
month. immediately preceding any interest payment date and ending on the Record Date.
The City will not obligate itself to advance available funds from the City
treasury to cure any deficiency which may occur in the bond redemption fund. A
determination not to obligate itself shall not prevent the City from, in its sole discretion,
so advancing funds.
The City and' the Bank may treat the registered owner hereof as the absolute
owner for all purposes, and the City and the Bank shall not be affected by any notice to
the contrary.
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This Bond or any portion of it in_ the :amount of Five Thousand Dollars
($5,000) or .any integral multiple thereof, may be redeemed .and paid in advance of
maturity upon the second day of March or September in any year by giving at least 30
days' notice. by registered or certified mail. or by personal service to the .registered owner
hereof at the owner's address as it appears on the registration books of the Bank and by
paying principal and accrued interest together with a premium equal to a percentage of
the principal amount of the redeemed bond, as follows:
Redemption Date Redemption Premium
March 2, 1996 and September 2, 1996 3.00%
March 2, 1997 and September 2, 1997 2.75%
March 2, 1998 and September 2, 1998 2.50%
March 2, 1999 and September 2, 1999 2.25%
March 2,, 2000 and September 2, 2000 2.00%
March 2, 2001 and September 2, 2001 1.75%
March 2, 2002 and September 2; 20.02 1.50%
March 2, 2003 and September 2, 2003 1.25%
March 2, 2004 and September 2, 2004 1.00%
March 2, 2005 and September 2, 2005 0.75%
March 2, 2006 and September 2, 2006 0.50%
March 2, 2007 and September 2, 2007 0.25%
March 2, 2008 and thereafter 0.00%
I hereby certify that the following is a correct copy of the signed legal opinion of
STURGIS, NESS, BRUNSELL & ASSAF a professional corporation, Emeryville, California,
on file in my office.
City Clerk
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