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1991/03/26 City Council Resolution (2)RESOLUTION NO. 91 -72 RESOLUTION AUTHORIZING ISSUANCE OF BONDS MILLBRAE AVENUE ASSESSMENT DISTRICT, PROJECT NO. 1988 -1 The City Council of the City of Rohnert Park resolves: Section 1. RECITALS. On June 28, 1988, the City Council of the City of Rohnert Park adopted its resolution of intention, as later amended, to order improvements in Millbrae Avenue Assessment District, Project No. 1988 -1, City of Rohnert Park, 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 $1,447,044.00. 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 was 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 to represent unpaid assessments in the amount of $1,447,044.00. Each bond shall be designated, "Limited Obligation Improvement Bond, City of Rohnert Park, Millbrae Avenue Assessment District, Project No. 1988 -1, Series No. 1988 -1." Bonds shall be dated April 23, 1991, and issued in denominations of $5000 or integral multiples thereof, except for Bond No. 1, which shall be an odd amount. Bonds shall mature and bear interest as set forth in the bond purchase agreement. Section 3. APPOINTMENT OF PAYING AGENT, REGISTRAR AND TRANSFER AGENT. The City Council hereby appoints the County of Sonoma as paying agent, registrar and transfer agent for the bonds in accordance with an agreement between the City of Rohnert Park and the County of Sonoma. Section 4. FORM AND EXECUTION. Bonds shall be issued as fully registered bonds substantially in the form set forth as Exhibit A 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 t 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 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 Millbrae Avenue Assessment District, Project No. 1988 -1. Section 5.1. IMPROVEMENT FUND. Except as provided in Section 5.3, proceeds of the 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 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 FUND. The redemption fund shall be maintained by the County Treasurer. 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 maturity, or at redemption before maturity, and all interest on the bonds shall be made from the redemption fund. Section 5.3. SPECIAL RESERVE FUND. There shall be deposited into the special reserve fund the amount of $130,233.96 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 2 Requirement1° for the bonds. The special reserve fund shall be maintained by the City Treasurer. 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 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 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 City Treasurer shall determine whether any portion of investment earnings must be rebated to the United States pursuant to Section 3 148 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 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, to be held by the City Treasurer 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 County Treasurer of the County of Sonoma, 585 Fiscal Drive, Santa Rosa, California 95403. 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 payment. Section 7. ADVANCE RETIREMENT OF BONDS. Any Bond or any portion thereof 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 4 to the registered owner thereof at such owner's address as it appears on the registration books of the registrar and by paying principal and accrued interest together with a premium equal to three percentum of the principal. 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 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 of Rohnert Park 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 actually earned as 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 5 on the bonds as excludable from gross income for federal income tax purposes and as exempt from the State of California personal income taxes. M I HEREBY CERTIFY that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Rohnert Park, Sonoma County, California, at a meeting thereof, held on the 26th day of March, 1991, by the following vote of the members thereof: AYES: (5) Councilmembers Hollingsworth, Hopkins, Reilly, Spiro & Eck NOES: ( 0 ) Councilmembers None ABSENT:40) Councilmembers None ABSTAIN: (0)Councilmembers None APPROVED: Mayor United States of America State of California County of Sonoma REGISTERED REGISTERED Number LIMITED OBLIGATION IMPROVEMENT BOND CITY OF ROHNERT PARK MILLBRAE AVENUE ASSESSMENT DISTRICT, PROJECT NO. 1988 -1 SERIES NO. 1988 -1 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 Rohnert Park, 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. 88 -129, adopted by the City Council of the City of,Rohnert Park on the 28th day of June, 1988, 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 March 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 March 2, 1992. Both the principal hereof and redemption premium hereon are payable at the County Treasurer's office of the County of Sonoma, or its successor, as Transfer Agent, Registrar and Paying Agent, in Santa Rosa, California, and the interest hereon is payable by check or draft mailed on each interest payment date to EXH I BIT A the owner hereof at the owner's address as it appears on the registration books of the County of Sonoma, or at such address as may have been filed with the County 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 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 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 County. IN WITNESS WHEREOF, said City of Rohnert Park 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 23rd day of April, 1991. Clerk CITY OF ROHNERT PARK (SEAL) Treasurer 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 COUNTY OF SONOMA as paying agent, transfer agent and registrar By Authorized Officer K (REVERSE OF BOND) LIMITED OBLIGATION IMPROVEMENT BOND CITY OF ROHNERT PARK MILLBRAE AVENUE ASSESSMENT DISTRICT, PROJECT NO. 1988 -1 Series No. 1988 -1 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 of Rohnert Park 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 County Treasurer of the County of Sonoma, 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 of Rohnert Park nor the County of Sonoma 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 fund. A determination not to obligate K itself shall not prevent the City from, in its sole discretion, so advancing funds. The City of Rohnert Park and the County of Sonoma may treat the registered owner hereof as the absolute owner for all purposes, and the City and the County 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 County of Sonoma and by paying principal 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, BRUNSELL & SPERRY a professional corporation, Emeryville, California, on file in my office. City Clerk 4