HomeMy WebLinkAboutResolution 90-125 04/16/19909
Resolution No. 90-125 NC.s.
of the City of Petaluma, California
RESOLUTION AUTHORIZING ISSUANCE OF SERIES 1990-A BONDS
SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22
The City Council of the City of Petaluma resolves:
Section 1. RECITALS. On March 19, 1990, the City Council of
the City of Petaluma adopted its resolution of intention to order
improvements in Southpoint Business Park Assessment District No.
22, 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 City Council against parcels of land
within the assessment district in the total amount of
$2,805,000.00. 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 Series A improvement bonds under the
provisions of the Improvement Bond Act of 1915 to represent unpaid
assessments the amount of $2,805,000.00. Each bond shall be
designated, "Limited Obligation Improvement Bond City of Petaluma,
Southpoint Business Park Assessment District No. 22, Series 1990-
A." Bonds shall be dated approximately the date of delivery and
issued in denominations of $5000 or integral multiples thereof,
90-125
ats. N~ ............................... n~.cs.
except for Bond No. 1, which may be an odd amount. 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.
It is the intention of this Council hereafter to issue one or
more additional series of bonds. Any additional issues, if and
when issued, will be on a parity with the Series 1990-A bonds for
all purposes. Except as expressly otherwise stated in this
resolution, all references to "the bonds" shall be deemed a
reference to all bonds of the Series A issue, and future issues,
taken together as a single composite bond issue, it being the
intention of the City Council that said bonds, though issued in
separate series, shall be administered as a single bond issue for
all purposes of the. Improvement Bond Act of 1915.
Section 3. APPOINTMENT OF PAYING.. AGENT., REGISTRAR AND
TRANSFER AGENT. The City Council hereby appoints the Bank of
America National Trust and Savings 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
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Reso. 90-125 NCS
by facsimile, but upon i.ts registration or reregistration each bona
shall be authenticated by the manual signature of the registrar.
The paying agent stall 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 FUNnS. 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 rebats
fund, respectively; for Sout.hpoint Business Park Assessment
District No. 22.
Section 5.1. IM~RROVEMENT 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 City Treasurer.
Disbursements from the improvement fund shall be made by the City
Treasurer in accordance with the budget of estimated costs and
expenses set forth in the 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 FUND. The redemption fund shall be
maintained by the City Treasurer. All payments of principal and
interest installments on the assessments, together with penalties,
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Reso. 90-125 NCS
i'f 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 maturity, or at redemption before maturity, and all
interest on the bonds shall be made from the redemption fund. The
City shall deposit into the redemption fund, from the proceeds of
the sale of the bonds, the amount of $293,762.00, which shall be
applied to payment of the first payable interest on the bonds until
fully expended.
,Section 5.3. SPECIAL 'RESERVE FUND. The special reserve fund
shall be maintained by the City Treasurer. There shall be
deposited into the special reserve fund the amount of $140,250.00
(the "Reserve Requirement"') from the proceeds of the sale of bonds.
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 8808 of the Streets and Highways
Code. The .amount so advanced shall be reimbursed to the special
reserve fund from the proceeds of redempt°ion 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 assessments originally securing the Bonds. This reduction
in the amount of principal prepaid shall be balanced by a transfer
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REso. 90-125 NCS
'from the special reserve fund to the redemption fund in the same
amount.
C. The amounts deposited in the reserve fund will never
exceed 10~ of the proceeds of the bond issue. 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
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 Gode and regulations
adop~t'ed thereunder. Any amounts required to be rebated wall 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 wild be made from
the investment earnings fund to the special reserve fund.
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Reso. 90-125 NCS
(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 City Treasurer, as a credit upon the annual installments of
assessment or for the advance retirement of bonds.
The City Treasurer is authorized to retain independent
attorneys, accountants and other consultants to assist in complying
with Federal requirements.
Section 5.5. ARBITRAGE REBATE FUND;.. Amounts in the arbitrage
rebate fund shall be 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.
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, P.O. Box 37000, San
Francisco, California 94137. 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 registrar on the 15th day preceding the date of interest
payment or maturity of each bond.
Section 7. 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 registrar. Upon
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Reso. 90-125 NCS
seregistration, 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 8. 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 8.1. 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 8.2. 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 1956, and'
regulations of the Internal Revenue Service adopted thereunder, and
further shall rebate to the United States any amounts actually
earned as arbitrage in accordance with the provisions of that Code
and those regulations.
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REso. 90-125 NCS
Section 8.3. 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.
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 Ap rov as to
Council of the City of Petaluma at a (Regular) i1~~x~1) meeting °
_ --" -~°~
on the...-.1 ~? ii h.-.-.-..... day of ..............~R.1~~.~.............................-..., 19.E Q _, by the ,..~
followin vote: - Y
Cit Attorney
AYES: Tencer, Woolsey, Cavanagh, Balshaw, Vice Mayor Sobel, Mayor Hilligoss
NOES: ~
D vis 8
ABSENT: ~, ,
ATTEST: ---...-- -• .. ... ...... ....... .....-..- --........-.........................
City Clerk Mayor
Council File ....................................
CA 10-85 ~ Res. No......~~..~ - 12.r-~........ N.C.S.
MATURITY SCHEDULE OF BONDS
CITY OF PETALUMA
SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22
Bonds mature on September 2 in the years
and amounts set forth below.
YEAR
1991
1992
1993
1994
1995
1996
1997
199:8
1999
2000
2001
2002
2003
2004
2005
FACE AMOUNT
0.00
115,:000.00
125,000.00
135,000.00
140,000.00
155,000.00
165,000.00
175,000.00
190,000.00
200,000.00
225,OOD.00
24.0,000.00
260,000.00
280,000.00
400,000.00
TOTAL: 2,805,000.00
UnitedStates of America
.State of California
County of Sonoma
REGISTERED REGISTERED
Number
LIMITED OBLIGATION IMPROVEMENT BOND
CITY OF PETALUMA
SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22
SERIES 1990-A
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"), 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. 90-81, adopted by the City Council of the City of
Petaluma on the 19th day of March, 1990, 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, 1990, 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, 1990. Both the principal
hereof and redemption premium hereon are payable at the principal
corporate trust office of the. Bank of America National Trust and
Savings Association, or its successor, as Transfer Agent, Registrar
and Paying Agent, in San Francisco, California, and the interest
hereon is payable by check or draft mailed 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.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH IN TH~E.REVERSE SIDE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
EXI~~T~
• 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 Resolution Authorizing Issuance of Series 1990-A 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 30th day of April, 1990.
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, transfer agent and registrar
By
Authorized Officer
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(REVERSE OF BOND)
LIMITED OBLIGATION IMPROVEMENT BOND
CITY OF PETALUMA
SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22
SERIES '1990-A
ADDITIONAL PROVISIONS OF THE BOND
The entire unpaid amount of assessments in Southpoint
Business Park Assessment District No. 22, is $3,675,000.00.. This
Series No. 1990-A bond issue in the amount of $2,805,000.00. There
remains to be issued an amount of $870,000.00. All bonds of this
Series No. 1990-A, together with all bonds hereafter issued shall be
administered as a single consolidated bond issue for all purposes
contemplated by the Improvement Bond Act of 1.915.
This Bonds 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 of Petaluma under the Act 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 fund 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 fund.
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 bands 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 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 $5,.0'00 or any
integral multiple thereof., may be redeemed and paid in advance of
maturity upon. the second day of March or September in any year by
giving at least 30 d'ays' notice ,by registered or certified mail or
by personal service to the registered owner hereof"at such owner's
address as it appears on the registration books of the Bank and by
paying princ'ipa'l and accrued interest together with a premium equal
to three percentum of the principal.
I hereby certify that the following is a correct copy of the
signed legal opinion of STURGIS, NESS, BRUN$ELL & 5PERRY a
professional corporation, Emeryville, California, on file in my
office.
City Clerk
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