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2001/11/27 City Council ResolutionRESOLUTION N0. 01- 255 RESOLUTION AUTHORIZING ISSUANCE OF SERIES 2001 LIMITED OBLIGATION REFUNDING BONDS 2001 CONSOLIDATED REASSESSMENT DISTRICT The City Council of the City of Rohnert Park resolves: Section 1. RECITALS. On November 27, 2001, the City Council of the City of Rohnert Park (the "City ") adopted its resolution approving and confirming a reassessment report, levying reassessments, and providing for the issuance of refunding bonds (the "Refunding Bonds ") in. City of Rohnert Park 2001 Consolidated Reassessment District, Sonoma County, California (the "Reassessment District "), under the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "1984 Act "). The total amount of the reassessments levied against the parcels of land within the Reassessment District is $1,830,000. These reassessments will be recorded in the office of the County Recorder of Sonoma County, and thereupon will become a lien on each of the reassessment parcels. The Refunding Bonds are being issued in the amount of the total reassessments, and the proceeds of sale of the Refunding Bonds, together with certain other available funds, will be utilized to provide for the refunding of the remaining outstanding limited obligation refunding bonds (the "Refunded Bonds ") of the City previously issued with respect to the City's 1993 Consolidated Refunding District (the "Prior District "). Section 2. ISSUANCE OF BONDS. The City Council hereby authorizes the issuance of the Refunding Bonds under the provisions of the 1984 Act to be secured by the reassessments. Each bond shall be designated, "City of Rohnert Park Series 2001 Limited Obligation Refunding Bond, 2001 Consolidated Reassessment District ". In all respects not specified in this resolution, the Refunding Bonds shall be issued in the manner prescribed by the DOCSSF1:5675351 1984 Act. The Refunding Bonds shall be dated the date of delivery, shall be issued in denominations of $5,000 or integral multiples thereof, and shall mature and bear interest at the rate or rates to be set forth in the bond purchase agreement (the "Bond Purchase Agreement ") to be entered into between the City and IBIS Securities, LLC, the bond underwriter (the "Underwriter "), provided that the maturity schedule and interest rates for the Refunding Bonds shall be established to preserve compliance with the conditions of Section 9525 of the 1984 Act for summary proceedings. The Refunding Bonds shall be subject to optional redemption on any March 2 or September 2 interest payment date at a redemption price equal to one hundred three percent (103 %) of the principal amount of Refunding Bonds to be redeemed, plus accrued interest to the date of surrender or the date of redemption, whichever is earlier. Section 3. APPOINTMENT OF FISCAL AGENT PAYING AGENT REGISTRAR AND TRANSFER AGENT. The City Council hereby appoints the County Treasurer of Sonoma County (the "County Treasurer "), as fiscal agent, paying agent, registrar and transfer agent for the Refunding Bonds (the "Fiscal Agent ") in accordance with such terms as shall be established between the City and the County Treasurer. Section 4. FORM AND EXECUTION. The Refunding Bonds shall be issued as fully registered bonds substantially in the form set forth as Exhibit A to this resolution. The Refunding Bonds shall be signed by the City Clerk and the City Treasurer, 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 Fiscal Agent. The Fiscal Agent 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 DOCSSF1:567535.1 2 be available to the City for inspection. Section 5. ESTABLISHMENT OF SPECIAL FUNDS. For administering the proceeds of the sale of the Refunding Bonds and certain available funds pertaining to the Refunded Bonds, and to provide for the payment of interest and principal on the Refunding Bonds, there shall be established a refunding escrow and five funds to be known as the expense fund, the redemption fund, the special reserve fund, the investment earnings fund, and the arbitrage rebate fund, respectively, for 2001 Consolidated Reassessment District. Section 5.1. REFUNDING ESCROW. The prescribed portion of proceeds of sale of the Refunding Bonds, together with the moneys on deposit in any of the funds pertaining to the Refunded Bonds not needed to pay principal of or interest on the Refunded Bonds during calendar year 2002 or to pay any arbitrage rebate requirement of the City with respect to the Refunded Bonds, shall be deposited in the refunding escrow (the "Refunding Escrow ") to be established and maintained by Union Bank of California, N.A., as escrow agent (the "Escrow Agent "), in an amount to be established under the terms of the Refunding Escrow Agreement, to be dated the date of delivery of the Refunding Bonds (the "Refunding Escrow Agreement "), between the City and the Escrow Agent. Use of the funds deposited in the Refunding Escrow for the purchase of investment securities, disbursements from the Refunding Escrow to redeem the Refunded Bonds, and disbursement of any surplus remaining in the Refunding Escrow after the redemption of the Refunded Bonds shall be made by the Escrow Agent in accordance with the terms and conditions of the Refunding Escrow Agreement and written instructions of the City pursuant thereto. Section 5.2. EXPENSE FUND. The prescribed portion of the proceeds of sale of the Refunding Bonds, together with amounts collected from time to time by the City on account DOCSSF1:567535.1 of administrative expenses of the Reassessment District, shall be deposited in the expense fund, which shall be maintained by the Fiscal Agent. Disbursements from the expense fund shall be made by the Fiscal Agent on the basis of written disbursement requests of the City, which requests shall indicate, with respect to each disbursement, the name and address of the recipient and the amount and purpose of the disbursement and shall be accompanied by an invoice in support of each such disbursement. Such disbursements shall be made to pay (a) the costs of issuance of the Refunding Bonds and related incidental expenses of the reassessment proceedings and (b) the on -going administrative expenses of the City pertaining to the administration of the Reassessment District and the Refunding Bonds, including but not limited to compensation to the Fiscal Agent. Proceeds of investment of the expense fund shall be transferred to the investment earnings fund. Section 5.3. REDEMPTION FUND. The redemption fund shall be maintained by the Fiscal Agent. All payments of principal and interest installments on the reassessments, together with penalties, if any, and including proceeds of property owner prepayments, if any, and the corresponding balancing transfer from the special reserve fund as provide in Section 5.4 below pertaining to such prepayment, shall be deposited in the redemption fund, which shall be a trust fund for the benefit of the bondholders. Payment of the Refunding Bonds at maturity, or at redemption before maturity, redemption premiums, if any, and all interest thereon shall be made from the redemption fund. The redemption fund shall be administered so as to deplete the moneys on deposit therein annually, on or about September 2, except for any permitted carryover amount, in compliance with Section 148 of the Internal Revenue Code of 1986, as amended, (the "Code ") and the regulations promulgated thereunder (the "Regulations "), so as to preserve the status of the redemption fund as a "bona fide debt service fund" for purposes of the Code and the DOCSSF1:567535.1 4 Regulations. Subject to the foregoing sentence, proceeds of investment of the redemption fund shall be retained therein. Section 5.4. SPECIAL RESERVE FUND. The special reserve fund shall be maintained by the Fiscal Agent. There shall be deposited into the special reserve fund, from the proceeds of the sale of the Refunding Bonds, the amount specified for that purpose in the Bond Purchase Agreement. That amount, less any amounts transferred therefrom to the redemption fund pursuant to Section 8884 of the Streets and Highways Code shall constitute the "Reserve Requirement" for the Refunding Bonds. The special reserve fund shall be administered as follows: A. During the term of the Refunding Bonds, the amount in the special reserve fund shall be available for transfer into the redemption fund in accordance with Section 9620 of the Streets and Highways Code, to the extent of delinquencies in the payment of reassessments (or delinquencies, if any, in the assessments replaced by the reassessments). 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 reassessment installments was made from the special reserve fund. B. If any reassessment is prepaid before final maturity of the Refunding 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 reassessment bears to the total amount of reassessments originally levied in the Reassessment District. 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. DOCSSF1:567535.1 C. The amounts deposited 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. If for any reason, as of any September 2 and following the transfer of investment earnings to the investment earnings fund, there is a balance in the special reserve fund in excess of the Reserve Requirement, the amount representing the excess shall be transferred to the redemption fund to be utilized, at the option of and as directed by the City, for either (a) the redemption of Refunding Bonds in advance of maturity or (b) a credit against the installments otherwise billable to the property owners on account of unpaid reassessments. D. As to any unpaid reassessment for which the last installment is posted to the property tax roll in a year prior to the posting of the last installment for other unpaid reassessments, the amount of such last installment shall be credited with its pro -rata share of the special reserve fund in the same manner as for a prepayment under subparagraph (B) above, and the amount of such last installment shall be reduced accordingly prior to such posting. This reduction in the amount of such last installment shall be balanced by a transfer from the special reserve fund in the same manner as for a prepayment under subparagraph (B) above. E. Prior to posting of the last installment of any remaining unpaid reassessments for 2007 -08, and in the event that at that time the conditions for subparagraph (F) immediately below are not met, each such installment shall be reduced by its pro -rata share of the balance in the special reserve fund prior to posting, the balance remaining in the special reserve fund shall be transferred to the redemption fund, and the special reserve fund shall be closed. F. When the amount in the special reserve fund equals or exceeds the amount required to retire the remaining unmatured Refunding Bonds (whether by advance retirement or DOCSSF'1:567535.1 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 5.6. INVESTMENT EARNINGS FUND. Proceeds of the investment of amounts in the Refunding Escrow and the redemption fund shall remain in the Refunding Escrow and the redemption fund, respectively. Proceeds of the investment of the expense fund and the special reserve fund will be deposited in the investment earnings fund. On September 2 of each year during the term of the bonds (or at other times as may be required or permitted by the Code or the Regulations), the Fiscal Agent shall determine whether any portion of investment earnings must be rebated to the United States pursuant to Section 148 of the Code and the Regulations. 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) To the extent that the amount then on deposit in the expense fund is less than the City reasonably estimates will be required to pay administrative expenses pertaining to the Reassessment District or the Refunding Bonds prior to the availability of moneys from installment collections for such purpose, as evidenced by a written certificate of the City submitted to the Fiscal Agent, the amount of such deficit, as set forth in such written certificate, shall be transferred to the expense fund. Administrative costs shall include but not be limited to the cost of calculating arbitrage rebate, if any, and providing for payment of any rebate obligation to the United States when required by the Code and Regulations. DOCSSF1:567535.1 (c) The remaining balance in the investment earnings fund, if any, will be transferred to the redemption fund to be used, in the discretion of the City, as a credit upon the annual installments of reassessments or for the advance retirement of bonds, as stated to the Fiscal Agent in a written certificate of the City. The City is authorized to retain independent attorney, accountants and other consultants to assist in complying with arbitrate and arbitrage rebate requirements of the Code and Regulations. Section 5.5. ARBITRAGE REBATE FUND. Amounts in the arbitrage rebate fund shall be invested in accordance with written instructions provided by the City to the Fiscal Agent and shall be held in trust for rebate to the United States at the times required by the Code and Regulations. Section 6. PAYMENT ON BONDS. The principal and interest on the Refunding Bonds shall be payable at the office of the Fiscal Agent, 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 Fiscal Agent on the 15th day of the month preceding the date of payment; provided that payment with respect to bonds registered to the name of Cede & Co. or any other depository shall be made in accordance with the provisions pertaining to book -entry bonds. Upon the payment and cancellation of any bond, the bond shall be destroyed and the Fiscal Agent shall furnish the City a certificate of destruction. 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 Fiscal Agent. Upon reregistration, any bond may be replaced by one or more bonds of the DOCSSF1:567535.1 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 Act. 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 reassessment if the sum of uncured reassessment delinquencies for the preceding fiscal year exceeds five percent (5 %) of the reassessment 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 Refunding Bonds, the City will make no use of bond proceeds which, if such use had been reasonably expected at the date the Refunding Bonds are issued, could have caused the Refunding Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and Regulations, and further shall rebate to the United States any amounts actually earned as arbitrage in accordance with the provisions of the Code and Regulations. Section 8.3. MAINTENANCE OF TAX EXEMPTION. The City will take all reasonable actions required to maintain the status of the Refunding Bonds as bonds exempt from federal income taxes and State of California personal income taxes. Section 9. BOOK -ENTRY BONDS. The Refunding Bonds when issued shall be initially registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, New York, New York, and shall be initially issued as one Refunding Bond for each of the DOCSSF1:567535.1 9 maturities of the Refunding Bonds, provided that separate registration may be made of Bond No. 1 if necessary to comply with the requirements of The Depository Trust Company. The Depository Trust Company is hereby appointed depository for the Refunding Bonds and registered ownership of the Refunding Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository" ); rop vided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the City, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the City to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor- (or any substitute depository or its successor) is no longer able to carry out its functions as depository; rop vided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the City to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. DOCSSF1:567535.1 10 In the case of any transfer pursuant to clause (i) or clause (ii) above, upon receipt of the outstanding Refunding Bonds by the Fiscal Agent, together with a written request of the City, a new Refunding Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Refunding Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the City. In the case of any transfer pursuant to clause (iii) above, upon receipt of the outstanding. Refunding Bonds by the Fiscal Agent, together with a written request of the City, new Refunding Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Fiscal Agent and registered in the names of such persons as are requested in such written request of the City, subject to the limitations of this Section 9 and the receipt of such a written request of the City, and thereafter, the Refunding Bonds shall be transferred pursuant to the provisions set forth in this Resolution; rop vided, that the Fiscal Agent shall not be required to deliver such new Refunding Bonds within a period of less than sixty (60) days. So long as the outstanding Refunding Bonds are registered in the name of Cede & Co. or its registered assigns, the City and the Fiscal Agent shall cooperate with Cede & Co., as sole holder, or its registered assigns in effecting payment of the principal of and interest on the Refunding Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. DOCSSF1:567535.1 11 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 27th day of November, 2001, by the following vote of the members thereof: AYES: (4) Councilmembers FLores, Reilly Vidak Martinez & Mayor Mackenzie NOES: (0) Councilmembers ABSENT: (1) Councilmembers Spiro u ABSTAIN: (0) Councilmembers APPROVED: JAKE MACKENZIE, MAYOR r Reso ution No. 2001- adopted by the Ro ark City Council on November 27, 2001 ATTEST: JOSEPH D. NETTER, CITY CLERK �I& DocssF1:567535.1 12 EXHIBI r A [FORM OF BOND] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SONOMA REGISTERED NUMBER R- S REGISTERED CITY OF ROHNERT PARK SERIES 2001 LIMITED OBLIGATION REFUNDING BOND 2001 CONSOLIDATED REASSESSMENT DISTRICT INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER % September 2, , 2001 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS Under and by virtue of the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 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 reassessments made for the refunding of all outstanding bonds in the City's 1993 Consolidated Refunding District more fully described in the Resolution of Intention to Conduct Reassessment Proceedings adopted by the City Council of the City of Rohnert Park on the 27th day of November, 2001, 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 August 15, 2002, 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, 2002, based on a 30 -day month,. 360 -day year. 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 Paying Agent, Registrar and Transfer Agent, in Santa Rosa, California (the "Fiscal Agent "), 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 registration books of the Fiscal Agent, or at such address as may have been filed with the Fiscal Agent for that purpose, as of the fifteenth day of the month DOCSSF1:567535.1 A -1 preceding each interest payment date. 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 providing for its issuance (the "Resolution ") for the purpose of providing funds for refunding assessment bonds originally issued to pay for the improvements described in said proceedings, and is secured by the moneys in the redemption fund provided in the Resolution and by the unpaid portion of reassessments levied for the payment hereof, and, including principal and interest, is payable exclusively out of said fund. The City Council has declared and determined that it does not and will not obligate itself to advance funds from the City treasury to cure any deficiency which may occur at any time in said redemption fund. 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 the same. If it is not presented at maturity, interest thereon will run until maturity. 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, at the option of the City, upon the second day of March or September in any year by giving at least thirty (30) days' notice by registered or certified mail to the registered owner hereof at the owner's address as it appears on the registration books of the Fiscal Agent by paying the following redemption prices (expressed as a percentage of the principal amount of Series 2001 Bonds called for redemption), plus accrued interest to the date of redemption: Redemption Date Redemption Price On or prior to September 2, 200_ 10_% March 2, 200_ and September 2, 200_ 10_ March 2, 200_ and September 2, 200_ 10_ March 2, 200 and thereafter 100 In addition to being subject to optional redemption in accordance with the foregoing, the Series 2001 Bonds maturing on September 2, 20_, are also subject to mandatory advance redemption prior to their stated maturity in part, by lot, on each September 2 on and after September 2, 20_, at the principal amount thereof and interest accrued thereon to the redemption date, without premium, from reassessment installments according to the following schedule: DOCSSF1:567535.1 A-2 Term Bonds Maturing September 2, 20_ Mandatory Principal Mandatory Principal Redemption Date Amount Redemption Date Amount (September (September 2) [to come] [to come] [to come] [to come] 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 Fiscal Agent, subject to the terms and conditions provided in the Resolution, 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 Fiscal Agent shall be required to make such exchange or registration of transfer of bonds during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such payment date, both inclusive. The City and the Fiscal Agent may treat the registered owner hereof as the absolute owner for all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. This bond shall not be entitled to any benefit under the Act or the Resolution, 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 Registrar. DOCSSF1:567535.1 A -3 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 City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the _ day of .2001. CITY OF ROHNERT PARK Clerk City Treasurer (SEAL) [Form of and Certificate of Authentication and Registration] CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Series 2001 Bonds described in the within - mentioned Resolution which has been authenticated and registered on , 2001. COUNTY TREASURER OF SONOMA COUNTY, as Fiscal Agent DOCSSF1:567535.1 A -4 [Form of Assignment] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within Series 2001 Bond and do(es) hereby irrevocably constitute and appoint _attorney to transfer the same on the register of the Treasurer, as Registrar, with full power of substitution in the premises. Date SIGNATURE GUARANTEED: NOTE: The signature(s) must be guaranteed by an eligible guarantor institution. The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Social Security Number, Taxpayer Identification Number or other Identifying Number of Assignee: DOCSSF1:567535.1 A °5