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HomeMy WebLinkAboutReso 95-213 - Authorize Issuance of Bonds e • ' • • .�_ RESOLUTION N0. IS�"��3 RESOLUTION AUTHORIZING ISSUANCE OF BONDS (Wilshire Drive Area Waterline Assessment District No. 1994-1) The City Council of the City of Redding resolves as follows: On September 20, 1994, this City Council of the City of Redding adopted its resolution of intention to order acquisition and construction of improvements in Wilshire Drive Area Waterline Assessment District No. 1994-1, City of Redding, Shasta County, California, under the provisions of the Municipal Improvement Act of 1913 (the "Act") , as amended, and proceedings taken under the Act lead to the levy of special assessments by this Council against parcels of land within the assessment district in the total amount of $193 ,499. 37, which assessments were recorded in the office of the County Recorder of the County of Shasta, and thereupon became a lien on each parcel assessed. The period within which property owners may pay their assessments in cash, at discount and without interest, has expired, and the City Treasurer has certified and filed with the City Clerk a list of assessments remaining unpaid. This Council has, by separate resolution adopted this same date, determined that the amount of unpaid assessments is as �.\ �� certified by the City Treasurer. � SECTION 1. ISSUANCE OF BONDS. The Council hereby lI authorizes the issuance of limited obligation improvement bonds \ under the provisions of the Improvement Bond Act of 1915 to �"J represent unpaid assessments in an amount equal to the unpaid 3P2�8502.1 40109-29�1-08/31/95 . � • • ' k assessments. Each bond shall be designated, "City of Redding, Limited Obligation Improvement Bond, Wilshire Drive Area Waterline Assessment District No. 1994-1. " Bonds shall be dated their date of delivery, presently expected to be on or about September 27, 1995, and, except for Bond No. 1, which may be in an odd amount if necessary, shall be issued in denominations of $1, 000 or integral multiples thereof. Bonds shall mature in principal amounts, shall bear interest at the rates set forth in the bond purchase contract and may consist of serial bonds, term bonds, or any combination thereof. SECTION 2 . APPOINTMENT OF PAYING AGENT, REGISTRAR AND TRANSFER AGENT. The Council hereby appoints First Trust of California, N.A. (the "Bank") as paying agent, registrar and transfer agent for the bonds in accordance with a separate agreement to be entered into between the City of Redding and the Bank. SECTION 3 . 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 City Clerk of the City of Redding, 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 authorized representative of the Bank. The Bank shall assign to each bond authenticated and registered by it a distinctive letter, or number, or letter and 3F2�8502.1 2 40109-29-354-08/31/95 �. ` • • ._ number, and shall maintain a record thereof which shall be available to the City for inspection. �ECTION 4 . ESTABLISHMENT OF SPECIAL FUNDS. For administering the proceeds of the sale of bonds, the payments from property owners on account of assessments levied, and the payment of interest and principal on the bonds, the Treasurer shall establish and maintain 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 Wilshire Drive Area Waterline Assessment District No. 1994-1. SECTION 4. 1. IMPROVEMENT FUND. Except as provided in Sections 4 .2 and 4. 3 , proceeds of sale of the bonds, together with all amounts paid by property owners on the assessments before bond issuance, if any, and the contributions from other public funds shall be deposited in the Improvement Fund to be established and maintained by the Treasurer. Disbursements from the Improvement Fund shall be made by the Treasurer in accordance with the budget of estimated costs and expenses set forth in the Amended Engineer's Report, heretofore approved by this Council on August 1, 1995, which report and budget are subject to modification by this Council from time to time as prescribed by the Act. SECTION 4.2 . REDEMPTION FUND. The Redemption Fund shall be established and maintained by the Treasurer. There shall be deposited into the Redemption Fund, from the proceeds of the sale of bonds, the amount, if any, provided for funded interest, which shall be the amount to pay interest on the bonds from their dated date to first interest payment date. All payments of principal and �F2-48502.1 3 40109-29�.94-08/31/95 .1 • • ' .. interest installments on the assessments, together with penalties, if any, and all amounts received on account of lien pay-offs 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 4. 3 . SPECIAL RESERVE FUND. The Special Reserve Fund shall be established and maintained by the Treasurer. There shall be deposited into the Special Reserve Fund the amount equal to the "Initial Reserve Requirement" from the proceeds of the sale of bonds. The Initial Reserve Requirement shall be an amount equal to five percent (5. 0$) of the aggregate principal amount of the bonds, and 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 from time to time. 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 and 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 SF2�8502.1 4 40109-29�34-OS/31/95 , � � i • 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 shall never exceed the Reserve Requiremen�t. 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 4.4. INVESTMENT EARNINGS FUND. The Investment Earnings Fund shall be established and maintained by the Treasurer. 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 June 30 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 Fund, and the balance will be transferred as follows: SF2-48502.1 �J 40109-29-SS4-O8/31/95 � • i , (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 Treasurer, as a credit upon the annual installments of assessment or for the advance retirement of bonds. Th� Treasurer is authorized to retain independent attorneys, accountants and other consultants to assist in complying with Federal arbitrage and rebate requirements and restrictions. SECTION 4 . 5. ARBITRAGE REBATE FUND. The Arbitrage Rebate Fund shall be established and maintained by the Treasurer. 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 4 . 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 thirty (30) days before those funds would escheat to the State of California under any law now or hereafter enacted. sFz�ssoz.i 6 aoio9-29-ssa-osr�v9s � • • , SECTION 5. PAYMENT ON BONDS. The principal and interest on the bonds shall be payable at the office of the Bank in San Francisco, California. Principal and interest shall be paid by check or draft mailed to the registered owner of each bond at the owner's address appearing on the register maintained by the Bank, as registrar, on the 15th day of the month preceding the date of payraent. 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 6. ADVANCE RETIREMENT OF BONDS. Any bond or any portion thereof in the amount of $1, 000 or any integral multiple thereof outstanding, 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 redemption premium of three percent of the par value. In addition to redemption in advance of maturity in accordance with the foregoing, the term bonds, if any, shall be made subject to partial mandatory advance redemption, by lot, without premium, on each September 2 on and after the September 2 specified in the purchase commitment of such purchaser in accordance with the schedule set forth therein. SECTION 7 . REREGISTRATION. Any bond may be registered to a new owner by completing the assignment certificate on the 3F2-08502.1 7 40109-29s94-OS/31/95 • • ' . 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 $1, 000 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 Council makes the following covenants, which shall constitute a contract with the bondholders: SECTION 8. 1. FORECLOSURE OF LIENS. No later than October 1 in any year, the City shall file an action in the Superior Court to foreclose the lien on 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 1986, as amended, 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. SF2�8502.1 $ 40109-29SS4-08/31l95 , _ . • , 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 ex'cludable from gross income for federal income tax purposes and as exempt from the State of California personal income taxes. SECTION 9. BOOK-ENTRY BONDS. The 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 Bond for each of the maturities of the Bonds. The Depository Trust Company is hereby appointed depository for the Bonds and registered ownership of the 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") ; provided, 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 SF2-48502.1 9 40109-29�34-OS/31/95 : • � . , depository or its successor) is no longer able to carry out its functions as depository; provided, 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. In the case of any transfer pursuant to clause (i) or clause (ii) above, upon receipt of the outstanding Bonds by the Paying Agent, together with a written Request of the City, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the 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 Bonds by the Paying Agent together with a written Request of the City, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Paying 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 Bonds shall be transferred pursuant to SF2�8502.1 1� 40109-29-S34-OS/31/95 � • • ., the provisions set forth in this Resolution; provided, that the Paying Agent shall not be required to deliver such new Bonds within a period of less than sixty (60) days. So long as the outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the City and the Paying Agent shall cooperate with Cede & Co. , as sole holder, or its registered assigns in effecting payment of the principal of and interest on the 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. * * * I HEREBY CERTIFY that the foregoing resolution was duly � and regularly adopted by the City Council of the City of Redding, Shasta County, California, at a regular meeting thereof, held on � the 5th day of September, 1995. AYES: Councilmembers P. Andersori, McGeorge, Murray and Kehoe NOES: Councilmembers None ABSENT: Councilmembers R. Anderson CONNIE STROHMAYER, City Clerk, City of Redding, Shasta County, California By SF2�8502.1 1 1 40109-29-594-08/31/95 • a .. EXHIBIT A United States of America State of California County of Shasta REGISTERED REGISTERED Number $ CITY OF REDDING LIMITED OBLIGATION IMPROVEMENT BOND WILSHIRE DRIVE AREA WATERLINE ASSESSMENT DISTRICT NO. 1994-1 INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER , 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 Redding, County of Shasta, 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. 94-285, adopted by the Council of the City of Redding on the 20th day of September, 1994, 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 boncY is authenticated and registered prior to February 15, 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. Both the principal hereof and redemption premium hereon are payable at the office of First Trust of California, N.A. , as Payinq Agent, Registrar and Transfer Agent, in San Francisco, 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 registration books of the Bank, or at such address as may have been fi.led with the Bank for that purpose, as of the fifteenth day of the month preceding each interest payment date. SF2�8502.1 40109-29-SS4-OS/31/95 :. • � • s. 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 Bank. IN WITNESS WHEREOF, said City of Redding 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 day of September, 1995. City of Redding City Clerk City 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 TRUST OF CALIFORNIA, N.A. as paying agent, registrar and transfer agent By Authorized Signatory SFZ-118502.1 2 40109-29�1-08/31/95 -; • � . . a (REVERSE OF BOND) CITY OF REDDING LIMITED OBLIGATION IMPROVEMENT BOND WILSHIRE DRIVE AREA WATERLINE ASSESSMENT DISTRICT NO. 1994-1 ADDITIONAL PROVISIONS OF THE BOND Except for the term bonds, if any, each 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 Redding under the Act and the Resolution of Issuance, for the purpose of providing means for paying for the acquisition of 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 acquisition of 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. The Bank shall not be required to make such exchange or registration of transfer of bonds during the period commencing with the fifteenth (15th) day of the month preceding any interest payment date and ending on said 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. This bond or any portion of it in the amount of $1, 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 to the registered owner hereof at such owner's address as it appears on the registration books of the Bank and by paying the 9F2d8502.1 3 40109-29�.44-OS/31/95 ` � ' � • , principal and accrued interest together with a premium equal to _ three percentum of the principal. [In addition to redemption in advance of maturity in accordance with the foregoing, the term bonds maturing on September 2 , 2006, are subject to partial mandatory advance redemption, by lot, without premium, on each Septe7nber 2 on and after September 2, , in accordance with the following schedule and in the following amounts: Year Amount to (September 2Z be Redeemed 20 20 (to be set forth 20 in the bond 20 purchase contract) 2006 (maturity) ] I hereby certify that the following is a correct copy of the signed legal opinion of ORRICK, HERRINGTON & SUTCLIFFE, San Francisco, California, on file in my office. City Clerk [Form of Legal Opinion] SF2�8502.1 4 40109-29-334-OS/31/95 ; • � . .t [Form of Assignment] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the register of the Paying Agent, with full power of substitution in the premises. Date: SIGNATURE GUARANTEED: NOTE: 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. The signature(s) must be guaranteed by an eligible guarantor institution. Social Security Number, Ta�ayer ldentification Number or other ldentifying Number of Assignee: SF2�8502.1 5 40109-29-SS4-08/31/95