HomeMy WebLinkAboutResolution 92-032 02/03/1992~..
~eJ~lut~~n No. 92-32 N.C.J.
of the City of Petaluma, California
RESOLUTION AUTHORIZING ISSUANCE OF BONDS
PETALUMA AUTO PLAZA ASSESSMENT DISTRICT NO. 19
The City Council of the City of Petaluma resolves:
Section 1. RECITALS. On February 27, 1989, the City
Council of the City of Petaluma adopted its resolution of
intention, as later amended, to order acquisition of improvements
in Petaluma Auto Plaza Assessment District No. 19, City of
Petaluma, County of Sonoma, State of 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 City Council against parcels of land
within the assessment district in the total amount of
$1,400,000.00. These assessments will be recorded in the office of
the County Recorder of the County of Sonoma, and thereupon will
become a lien on each parcel assessed. The period within which
parcel owners might pay their assessments in cash without interest
has been waived.
Section 2. ISSUANCE OF BONDS. The City Council hereby
authorizes the issuance of improvement bonds under the provisions
of the Improvement Bond Act of 1915 and Chapter 4.08 of the
Petaluma Municipal Code to represent unpaid assessments in the
amount of $1,400,000.00. Each bond shall be designated, "Limited
Obligation Improvement Bond, City of Petaluma, Petaluma Auto Plaza
Assessment District No. 19, Series No. 1992B." Bonds shall be
dated March 25, 1992 and issued in denominations of $:5000 or
Res. ~~....9.2.-.3.2............ N.c.s.
integral multiples thereof. The principal amounts of the Bonds and
the interest rates on the bonds shall be as set forth in the final
official statement.
Section 3. APPOINTMENT OF PAYING AGENT. REGISTRAR AND
TRANSFER AGENT. The City Council hereby appoints the Bank of
America National Trust and Ravings Association as paying agent,
registrar and transfer agent for the bonds in accordance with an
agreement between the City of Petaluma and Bank of America National
Trust and Savings Association.
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
City Treasurer and the City Clerk and the seal of the City shall be
affixed. Both signatures and seal may be reproduced on the bonds
by facsimile., but upon 'its registration or reregistration each bond
shall be authenticated by the manual signature of the registrar.
The registrar 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 5. ESTABLISHMENT OF SPECIAL REVENUE FUND: For
administering the proceeds of the sale of bonds and payment of
interest and principal on the bonds, there is hereby established a
special revenue fund called "District #19 - Petaluma Auto Plaza "
which will consist of five accounts to be known as the improvement
account, the redemption account, the. special reserve account, the
investment earnings account and the arbitrage rebate account,
Page 2 of 8
Reso. 92-32 NGS
res~,ectively, foL• Petaluma Auto Plaza Assessr5ent Di.Strict No. 19,
City of Petaluma, County of Sonoma., State of California.
Section 5.1. IMP,RO~IEMENT ACCOUNT. 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 account to be mai.ntainEd by the City
Treasurer. Disbursements from the improvement account shall be
made by the City Treasurer in accordance with the budget of
estimated costs and ex~erises set forth in the amended engineer's
report heretofore approved by the City Council, which report and
budget are subject to modification by the City Council from time to
time as prescribed by the Act.
Section 5.2. REDEMPTION ACCOUNT. The redemption account
shall be nrai.rtain`d by the City 7~reasurer. A11 payments of
principal and interest installments on the assessments, taceth~er
with penalties, if any, shall be deposited in the redemption
account, which shall be a trust fund for the benefit of the
bondholders. PayYnent of the bonds at matur,i.ty, or at redemption
before maturity, and al.l i:~terE>>t on the bonds shall be made from
the re3em~tion accaurit. `l'fie Cit1 shall dFFnsit i.nt-.o the redempti.~n
.aceaunt., fre?m the proceeds of the :gale of t~7e bcrirls, an amount
equal to i.riterest for a.pproxmatey 20 months, which shall be
applied to paymen~~t cf the first parable interest on the bonds until.
fully expended.
Section- 5.3. SF~ECIaL RESERVE ~':CCC~LJI~iT. Thera shall be
deposited into the special reserve aocount an amount equal to the
maximum. a~n~n~~l dek~t servi.ae frA?TI the prc~oeeds of the Sale of
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Reso. 92-32 1°1CS
bonds. That amount, less any-amounts transferred to the redemption
account pursuant to Section 8584 of the Streets and Highways .Code,
shall constitute the "Reserve Requirement°' for the bonds. The
special reserve account shall be maintained by the City Treasurer.
A. During the term of the bonds:., the amount in the
special reserve account shall be available for transfer into the
redemption account in accordance with Section 8808 of the Streets
and Highways Code. The amount so advanced shall be reimbursed to.
the special reserve account from the proceeds of redemption or sale
of the parcel for which payment of delinquent assessment
installments was made from the special reserve account.
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 account as the
original amount of the prepaid assessment bears to the total amount
of unpaid assessments originally securing the Bonds. This
reduction in the amount of principal prepaid shall be balanced by a
transfer from the special `reserve account to the redemption account
in the same amount.
C~. The amount maintained in the special res:erve.accpunt
will never exceed the Reserve Requirement. Proceeds of investment
of the special reserve account shall be deposited in the investment
earnings account.
D. When the amount in the special reserve account equals
or exceeds the amount required to retire the remaining unmatured
bonds (whether by advance retirement or otherwise), the amount of
Page 4 of 8
Reso. 92-32 NC5
the special reserve aecoun~t shall be transferred to the redemption
account, 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 ACCOUNT. Proceeds of
the investment of amounts in the improvement account and the
special reserve account will be deposited in the investment
earnings account. As of September 2 of each year during the term
of the bonds, the Treasurer 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 account, and the
balance will be transferred as follows:
(a) To the extent that the balance in the special reserve
account is less than the Reserve Requirement, a transfer will be
made from the investment earnings account to the special reserve
account.
(b) The remaining balance in the investment earnings
account, if any, will be transferred to the improvement account
until the' improvement is completed and the improvement account is
closed; thereafter the balance in the investment earnings account
will be transfer-red to the redemption account to be used, in the
discretion of the. City Treasurer, as a credit upon the annual.
installments of assessment or for the advance retirement of bonds.
Reso. 92-32 NCS
Page 5 of 8
~~ The City ~Trea~urer is authorized to retain independent
attorneys, accountants and other ccn~ultants tb assist in complying
with Federal requirements.
Section 5.5. ARBITR
arbitrage rebate. account shall
amounts i:n the other funds and
the United States at -the times
United States Internal Revenue
thereunder.
AGE REBATE ACCOUNT.. Amounts in the
be invested in the same manner as
shall be held in trust 'for rebate to
required by Section 148 of the
Code anc~ regulations adopted
Section 6. PAYMENT ON BONDS. The principal and interest
on the bonds shall be payable at the office of the Bank of America
National Trust and Savings Association, 55 Hawthorne Street, 8th
Floor, San Francisco, California 94105. Principal and interest
shall. be paid by check mailed to the registered owner of each bond
at the owner's address appearing on the register maiiita~ned by the
registrar on the 15th day preceding the date of payment.
Section 7. ADVANCE RETIREMENT OF BONDS. Any Bond or any
portion thereof in the amount of $5,00.0 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 s'ervic'e
to-the registered ~wne.r thereof at such owner's address as it
appears on the registration books of the Bank and by paying
principal, accrued interest to the date of redemptio.~ and a
redemption premium at the fo lowing percentage of principal:
3.0% if redeemed on or before September 2, 1994;
2.5o if reuepmed or, March 2, 1995 or September 2, 1995;
2.0% if redeemed on March 2, 1996 or September 2, 1996;
Pacxe 6 o:f 8
Reso. 92-32 NCS
1.5~ if redeemed on March 2, 1997 or Sep€ember 2, 1997;
1.0% if redeemed on March 2, 1998 or September 2, 1.998;
0.5% if redeemed on March 2, 1999 or September 2, 1999;
and no premium if redeemed after September 2, 19.99.
Section 8. RER~EGISTRATION. 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 registrar. 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.
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 City 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 pe"rcent (5%) of the assessment
installments posted to the tax .roll for that fiscal year, and if
the amount of the special reserve account 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,
Reso. 92-32 NCS Page 7 of 8
could have caused the bonds to be "arbitrage bonds11 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. ARBITRAGE REBATE ELECTIONS. This City
Council elects to pay the penalty, if any, established by Section
148 (f) (4) (B) (iv) (V) of the Internal Revenue Code in lieu of
rebating arbitrage earnings on the improvement account. This City
Council declines to make the election permitted by Section 148 (f)
(4) (B) (iv) (VI) and, hence, earnings on the special reserve
account shall be considered "net proceeds" under Section 148 (f)
(4) (B) (iv) (II).
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-'''~~~ App ved as to
Council of the City of Petaluma at a (Regular) (Adjourned) (Special) meeting
3rd Februar .. 1x..92, by the ~ ~ ~'
on the .......................... day of ...........................X............................, _ .
following vote: ....-__~ .. ... . ........ ............
it torney
AYES: Read, Davis, Cavanagh, Sobel, Nelson, Vice Mayor Woolsey, Mayor Hilligoss
NOES: None
ABSENT: No
ATTEST : .............. J -- .... .. ..-- - ..........--..........
City C1er1+~EP~~'Y ~~~' ~~~uncil
CA 10-85 Res. No.
9.2-.3.2......... N.c.s.
EXHIBIT A
PETALUMA AUTO PLAZA ASSESSMENT DISTRICT NO. 19
MATURITY SCHEDULE
(Principal Amounts and Interest Rates shall be as set forth
in the Final Official Statement)
September 2 Principal Amount Interest Rate
1992 $
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
~~~~~~
G a - ~ ~, MG s
.EXHIBIT B
United States of America
State of California
County of Sonoma
REGISTERED
Number
REGISTERED
LIMITED OBLIGATION IMPROVEMENT BOND
CITY OF PETALUMA
PETALUMA AUTO PLAZA ASSESSMENT DISTRICT NO. 19
SERIES NO. 1992B
INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER
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'"), and Chapter 4.08 of the Petaluma
Municipal Code, the City of Petaluma, County of Sonoma, State of
California., (the "City"), will, out of the redemption account 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. 89-58, adopted by the City Council of the City of
Petaluma on the 27th day of February, 1989, as later amended, 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
September 2„ 1992, 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
September 2, 19-9'2. Both the principal hereof and redemption
premium hereon are payable at the principal corporate trust office
of Bank of America National Trust and Savings Association, or its
successor, as Paying Agent, Registrar and Transfer Agent, in San
Francisco, California (the "Bank"), and-the interest hereon is
payable by check mailed on each interest payment date to the owner
hereof at the owner's address as it appears on the registration
books of the Bank, or at such address as may have been filed with
the Bank for that purpose, as of the fifteenth day immediately
preceding each interest payment date.
~~ ~ ~ ~~
B-1
pia-3~rJGS
REFERENCE'IS MPrDE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH IN THE REVERSE S':IDE 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 account 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
Actor the 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, said City of Petaluma has caused this
Bond to be signed in facsimile by the City Treasurer of said City
and by its Clerk, and has caused its corporate. seal to be
reproduced in facsimile hereon all as of the 25th day of March,
1992.
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
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
as paying agent, registrar and transfer agent
By
Authorized Officer
B-2
9 a - ~a ~ cs
(REVERSE OF BOND)
LIMITED OBL.IGATION IMPROVEMENT BOND
CITY OF PETALUMA
PETALUMA AUTO PLAZA ASSESSMENT DISTRICT NO. 19.
Series No. 1992B
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.'b,y the City of Petaluma under the Act,
Chapter 4.08 of the Petaluma Municipal Code, and the Resolution of
Issuance, .for the purpose of providing means for paying for the
improvements described in said proceedings, and is secured by the
moneys in said redemption account and by the unpaid portion of said
assessments made for the.. payment of said improvements, and,
including principal and interest, is payable exclusively out of
said account.
This Bond is transferable by the registered owner hereof,
in person or by the owner's attorney duly authorized in writing, at
said 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 such transfer, a new registered Bond or Bonds., of any
authorized denomination or denominations, of the same maturity, for
the same aggregate principal amount, will be issued to the
transferee in exchange therefor.
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 make
such exchange or registration of transfer of bonds during the
fifteen (15) days immediately preceding any interest payment 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 account. 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.
This .Bond or any portion of it in the amount of $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 such
owner's address as it appears on the registration books of the Bank
B-3
q a- - ~ a, I.l C~
..
'' and by paying princpal,~accrued interest to the date of redemption
and a redemption prem-um at the following percentage of principal:
3.0~
2.5a
2.0%
1.5%
1.0~
0.5~
and no pr
if
if
if
if
if
if
emi~
redeemed
redeemed
redeemed
redeemed
redeemed
redeemed
um if -red
on
on
on
on
on
on
~em~
or before September 2, 1994;
March 2, 1995 or September 2, 1995;
March 2, 1996 or September 2, 1996;
March 2, 1997 or September 2, 1997;
March 2, 1995 or September 2, 1998;
March 2, 1999 or September 2, 1999;
~d after .September 2, 1999.
I hereby certify that the following is a correct copy of
the signed legal opinion of STURGI5, NESS, BRUNSELL & SPERRY a
professional corporation, Emeryville, California, on file in my
office.
City Clerk
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as-ate Ncs