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HomeMy WebLinkAboutReso 1987-13005 RESOLUTION NO. 13005 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, AUTHO- RIZING AND PROVIDING FOR THE ISSUANCE OF BONDS PURSUANT TO THE "IMPROVEMENT BOND ACT OF 1915" WHEREAS, the CITY COUNCIL of the CITY OF CHULA VISTA, CALIFORNIA, has heretofore undertaken proceedings pursuant to the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California, and has confirmed assessments upon lands within a special assessment district described in a Resolution of Intention previously adopted for said improvements, said special assessment District known and designated as ASSESSMENT DISTRICT NO. 85-1 (LAS FLORES DRIVE) (hereinafter referred to as the "Assessment District"); and, WHEREAS, said proceedings provided for the issuance of bonds pursuant to the "Improvement Bond Act of 1915", being Division 10 of the Streets and Highways Code of the State of California, and it is necessary to establish terms and provisions of such issuance; and, WHEREAS, the final unpaid balance to assessment, as well as the denomination and amounts to mature each year, cannot be determined until following the 30-day cash collection period after the recordation of said assessment; and, wHEREAS, there has now been presented for consideration by this legislative body an Official Statement containing information including but not limited to the Assess- ment District and the type of bonds, including terms and conditions thereof. NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: SECTION 1. Recitals. That the above recitals are all true and correct. SECTION 2. Unpaid Assessments. The Treasurer shall, immediately upon the comple- tion of the 30-day cash collection period, determine the assessments which are unpaid and the aggregate amount thereof as authorized by Section 8621 of the Streets and Highways Code of the State of California. SECTION 3. Term of Bonds. Serial bonds to represent the unpaid assessments, and bear interest at a rate not to exceed the current legal maximum rate of 12% per annum, will be issued in the manner provided in the "Improve- ment Bond Act of 1915", being Division 10 of the Streets and Highways Code of the State of California, the last installment of which bonds shall mature a maximum of and not to exceed FOURTEEN (14) YEARS from the second day of September next succeeding twelve (12) months from their date. The provisions of Part 11.1 of said Act, providing an alternative procedure for the advance payment of assessments and the calling of bonds shall apply. SECTION 4. Registered Bonds. Said bonds shall be issuable only as fully registered bonds in the denomination of $5,000, or any integral multiple thereof, except for one bond maturing in the first year of maturity, which shall include the amount by which the total issue exceeds the maximum integral multiple of $5,000 contained therein. SECTION 5. Date of Bonds. All of said bonds shall be dated the 15th day of May, 1987, and interest shall accrue from that date. SECTION 6. Maturity and Denomination. The bonds shall be issued in serial form with annual maturities on September 2nd of every year succeeding twelve (12) months after their date, until the whole is paid. The amount maturing each year shall be such as to result in approximately equal annual debt service during the term of the issue as reflected by the interest rate and/or rates and principal amounts maturing in the respec- tive years of maturity, and the Treasurer or designated Registrar shall, immediately upon completion of the cash collection period, prescribe the denominations of the bonds, which shall be in convenient amounts, not necessarily equal, and shall further provide for their issuance and delivery. SECTION 7. Interest. Each bond shall be of a single maturity and shall bear interest at the rate as set forth in the accepted bid proposal for said bonds from the interest payment date next preceding the date on which it authenticated and registered, unless said bond is authenticated and registered as of an interest payment date, in which case it shall bear interest from said interest payment date, or unless said bond is authen- ticated and registered prior to the first interest payment date, in which case it shall bear interest from its date, until payment of its principal sum has been discharged. SECTION 8. Place and Time of Payment. The principal and interest on the bonds shall be payable in lawful money of the United States of America at the office of the Treasurer, or such paying agent as may be designated by Resolution the legislative body. Principal and interest on said bonds shall be paid by check or draft to the registered owner thereof at his address as it appears on the books of registration, or at such address as may have been filed with the Treasurer for that purpose, as of the 15th day immediately preceding said interest payment date. The Paying Agent shall mail any such payment so as to ensure to the maximum extent feasible that such payment shall arrive on the due date. The Paying Agent shall make allowance for payment dates which fall on a non-business day, that is, Saturday, Sunday or any holiday recognized by the United States postal service, so that such checks are received on the first business day following such payment date. SECTION 9. Redemption. This bond, or a portion thereof if issued in a denomina- tion greater than $5,000, shall be subject to redemption and payment in advance of maturity in increments of $5,000 as provided in Section 8768 of the Streets and Highways Code, on the 2nd day of March or September in any year, by giving the notice provided in said law to the registered owner thereof at his address as it appears on the books of registration and by paying principal of and accrued interest on such redeemed amount, together with a premium equal to three percent (3%) of the redeemed principal amount. If less than the entire bond is redeemed, the unredeemed portion shall be reissued to the registered owner thereof. The bonds shall not be subject to refunding pursuant to Division 11 or Division 11.5 of the Streets and Highways Code of the State of California prior to September 2, 1994. SECTION 10. Transfer of Registered Bonds. Any fully registered bond may, in accor- dance with its terms, be transferred upon the books of registration required to be kept pursuant to the provisions of Section 11 by the owner in whose name it is registered, or by his duly authorized attorney or legal representative, upon surrender of such fully regis- tered bond for registration of such transfer, accompanied by delivery of a written instrument or transfer in a form approved by the Treasurer and by the owner of said bonds, duly executed. The Treasurer shall require the payment by the bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer and such charges as provided for in the system of registration for registered debt obligations. No transfer of fully registered bonds shall be required to be made during the fifteen (15) days next preceding each interest payment date. SECTION 11. Exchange of Registered Bonds. Fully registered bonds may be exchanged at the office of the Treasurer, or designated transfer agent/registrar, for a like aggregate principal amount of bonds of the same series, interest rate and maturity, subject to the terms and conditions provided in the system of registration for registered debt obligations, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such transfer and exchange, a new registered bond or bonds of any authorized denomination or denomina- tions of the same maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor. SECTION 12. Books of Registration. There shall be kept by the Treasurer or desig- nated Transfer Agent and Registrar, sufficient books for the registra- tion and transfer of the bonds and, upon presentation for such purpose, the Treasurer shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or trans- ferred, on said register, bonds as hereinbefore provided. SECTION 13. Execution of Bonds. The bonds shall be executed in facsimile by the Treasurer and by the City Clerk, and the corporate seal shall be imprinted in facsimile on the bonds. The bonds shall then be delivered to the transfer agent and registrar, for authentication and registration. In case an officer who shall have signed or attested to any of the bonds by facsimile or otherwise shall cease to be such officer before the authentication, delivery and issuance of the bonds, such bonds nevertheless may be authenticated, delivered and issued, and upon such authentication, delivery and issue, shall be as binding as though those who signed and attested the same had remained in office. SECTION 14. Authentication. Only such of the bonds as shall bear thereon a certifi- cate of authentication substantially in the form below, manually executed by the transfer agent and registrar, shall be valid or obliga- tory for any purpose or entitled to the benefits of this Resolution, and such certificate of the transfer agent and registrar shall be conclusive evidence that the bonds so authenticated have been duly executed, authenticated and delivered hereunder, and are entitled to the benefits of this Resolution. FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond has been authenticated and registered on as Transfer Agent and Registrar By: SECTION 15. Negotiability, Registration and Transfer of Bonds. The transfer of any bond may be registered only upon such books of registration upon surren- der thereof to the transfer agent and registrar, together with an assignment duly executed by the owner or his attorney or legal represen- tative, in satisfactory form. Upon any such registration of transfer, a new bond or bonds shall be authenticated and delivered in exchange for such bond, in the name of the transferee, of any denomination or denominations authorized by this Resolution, and in an aggregate principal amount equal to the principal amount of such bond or principal amount of such bond or bonds so surrendered. In all cases in which bonds shall be exchanged or transferred, the transfer agent and registrar shall authenticate at the earliest practical time, bonds in accordance with the provisions of this Resolution. All bonds surrendered in such exchange or registration transfer shall forthwith be cancelled. The legislative body may make a charge for every such exchange or registration of transfer of bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. The transfer agent and registrar shall not be required to make such exchange or registration of transfer of bonds during the fifteen (15) days immediately preceding any March 2nd or September 2nd. SECTION 16. Ownership of Bonds. The person in whose name any bond shall be regis- tered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal and redemp- tion premium, if any, of any such bond, and the interest on any such bond, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond, including the redemption premium, if any, and interest thereon, to the extent of the sum or sums so paid. SECTION 17. Mutilated~ Destroyed, Stolen or Lost Bonds. In case any bond secured hereby shall become mutilated or be destroyed, stolen or lost, the legislative body shall cause to be executed and authenticated a new bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated bond or in lieu of and in substitu- tion for such bond destroyed, stolen or lost, upon the owner's paying the reasonable expenses and charges in connection therewith, and, in the case of a bond destroyed, stolen or lost, his filing with the legis- lative body of evidence satisfactory to it and to the Treasurer thereof that such bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the legislative body with indemnity satisfac- tory to it. SECTION 18. Cancellation of Bonds. All bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such bonds, and shall be delivered to the transfer agent and registrar when such payment or redemption is made. All bonds cancelled under ~any of the provisions of this Resolution shall be destroyed by the transfer agent and registrar, which shall execute a certificate in duplicate describing the bonds so destroyed, and shall retain said executed certi- ficate in its permanent files for the issue. SECTION 19. Creation of Funds. The Treasurer is hereby authorized and directed to establish the following Funds for purposes of making payment for the costs and expenses for the works of improvement and payment of principal and interest on the bonds. The Funds to be created are desig- nated as follows: IMPROVEMENT FUND: The proceeds from the sale of the bonds, after deposit of required amounts in the Reserve Fund and Redemption Fund, shall be placed in the Fund hereby created, pursuant to Sections 10602 and 10424 of the California Streets and Highways Code, as amended, which shall be called the "Improvement Fund", and the monies in said Fund shall be used only for the purposes authorized in said assessment proceedings. Any surplus in the Improvement Fund after completion of the improvements shall remain in the Improvement Fund for a period of not less than two (2) years from the receipt of bond proceeds as provided in Section 10427.1 of the California Streets and Highways Code, and thereafter shall be utilized as a credit upon the assessments within the District, as provided in said Section. REDEMPTION FUND: The Treasurer is hereby authorized and directed to keep a Redemption Fund designated by the name of the proceedings, into which he shall place all sums received for the collection of the assess- ments and the interest thereon, together with all penalties, if applicable. Principal of and interest on said bonds shall be paid to the registered owner out of the Redemption Fund created pursuant to Section 8671 of the California Streets and Highways Code. Accrued interest paid by the purchaser of the bonds, if any, shall be deposited in the Redemption Fund. In all respects not recited herein, said bonds shall be governed by the provisions of the "Improvement Bond Act of 1915", Division 10 of the California Streets and Highways Code, as amended. Under no circum- stances shall the bonds or interest thereon be paid out of any other fund except as provided by law. RESERVE FUND: There will not be the funding of a special Reserve Fund in the bond issue for these proceedings, as said special Reserve Fund is authorized by Part 16 of Division 10 of the California Streets and Highways Code. The City will independently, and separate from the bond issue, set aside a fund designated by the name of the Assessment District and specified as the special "Reserve Fund", said Fund to be equal to ten percent (10%) of the principal amount of bonds to issue. Monies in the City-funded Reserve Fund shall be utilized and applied as follows: A. Amounts in said Reserve Fund shall be transferred to the Redemption Fund for the bonds if, as result of delinquencies in the payment of assessments, there are insufficient monies in said Redemption Fund to pay principal of and interest on the bonds. Amounts so transferred shall be repaid to the Reserve Fund from proceeds from the redemption or foreclosure of property with respect to which an assessment is unpaid and from payments of the delinquent assessments; B. Interest earned on monies in the Reserve Fund shall accrue to the Reserve Fund only to the extent that the amount of interest credited thereto shall not result in the bonds becoming "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986 (the "Code") and the regulations promulgated thereunder, and any excess amount shall be credited back to the General Fund of the City; C. Upon the discharge of all assessments and bond obligations, the monies in the Reserve Fund shall return to and become part of the General Fund of the City, and said monies are not to be utilized to assist in the discharge of assessments, but are strictly set aside as a loan to assist in the purchase of properties resulting from delinquencies in the payment of assessments. SECTION 20. No City Liability. It is hereby further determined and declared that the City will not obligate itself to advance any available funds from the City Treasury to cure any deficiency or delinquency which may occur in the bond redemption fund by failure of property owners to pay annual special assessments. This determination shall be clearly set forth and stated in the title of the bonds to be issued pursuant to these proceedings as authorized and required by Section 8769 of the Streets and Highways Code of the State of California. SECTION 21. Covenant to Foreclose. The legislative body hereby covenants that upon default of any assessment payment due, it will cause Superior Court foreclosure proceedings to be brought within one hundred fifty (150) days of such default and thereafter diligently prosecute to completion ~uch proceedings. Such foreclosure proceedings may be deferred if funds are advanced to the special Reserve Fund to keep said Fund continually at the level set forth in the Section entitled "Reserve Fund" set forth hereinabove. SECTION 22. Covenant to Maintain Tax-Exempt Status. The City covenants that it will not make any use of the proceeds of the bonds issued hereunder which would cause the bonds to become "arbitrage bonds" subject to Federal income taxation pursuant to the provisions of Section 148(a) of the Code, or to become "Federally-guaranteed obligations" pursuant to the provisions of Section 14g(b) of the Code, or to become "private activity bonds" pursuant to the provisions of Section 141(a) of the Code. To that end, the City will comply with all applicable requirements of the Code and all regulations of the United States Department of Treasury issued thereunder to the extent such requirements are, at the time, applicable and in effect. Additionally, the City agrees to implement and follow each and every recommendation provided ~ Bond Counsel and deemed to be necessary to be undertaken by the City to ensure compliance with all applicable provisions of the Code in order to preserve the exemption of interest on the bonds from Federal income taxation. SECTION 23. Covenant Regardin9 Arbitrage. The City shall not take or permit nor suffer to be taken any action with respect to the gross proceeds of the bonds as such term is defined under the Code which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the bonds, would have caused the bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and the regulations promulgated thereunder. SECTION 24. Order to Print and Authenticate Bonds. The Treasurer is hereby instructed to cause bonds, as set forth above, to be printed, and to proceed to cause said bonds to be authenticated and delivered to an authorized representative of the purchaser, upon payment of the purchase price as set forth in the accepted proposal for the sale of bonds. SECTION 25. Arbitrage Certificate. On the basis of the facts, estimates and circum- stances now in existence and in existence on the date of issue of the bonds, as determined by the Treasurer, said Treasurer is hereby autho- rized to certify that it is not expected that the proceeds of the issue will be used in a manner that would cause such obligations to be arbitrage bonds. Such certification shall be delivered to the purchaser together with the bonds. SECTION 26. Designation of Transfer A~ent, Payin~ Agent and Registrar. The FIRST INTERSTATE BANK OF CALIFORNIA is hereby designated transfer agent, paying agent and registrar with respect to these proceedins and the bonds to be issued. SECTION 27. Preliminary Official Statement. The preliminary Official Statement, as prepared and submitted, is hereby approved and adopted, and the execu- tion and distribution is hereby authorized. A copy of said preliminary Official Statement shall be kept on file with the transcript of these proceedings and remain open for public inspection. APPROVED and ADOPTED this 28th day of ~oril /? ,_1987. CITY OF'CHUUA VISTA ~TTEST: STATE OF CALIFORNIA ro7%a ' ~ ' --']~ 9 to form by CITY CLERK CITY OF CHULA VISTA STATE OF CALIFORNIA ~"~_--~ ~mas J. Ha~, City Attorney STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA I, JENNIE M. FULASZ, CITY CLERK of the CITY OF CHULA VISTA, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 13o~ , was duly passed, approved and adopted by the City Council, approved and signed by the Mayor, and attested by the City Clerk, all at the reeular meeting of said City Council held on the 28th day of April , 1987, and that the same was passed and adopted by the following vote: AYES: COUNCIL MEMBERS Malcolm, McCandliss, Cox, Moore,Nader NOES: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS None EXECUTED this 29th day of April , 1987, at Chula Vista, California. OF CHULA VISTA STATE OF CALIFORNIA O]Y OF CHUIA VISTA