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HomeMy WebLinkAboutReso 1986-12626 RESOLUTION NO. 12626 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, AUTHORIZING 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", bein§ 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, said special assessment district known and designated as ASSESSMENT DISTRICT NO. 86-1 (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 Assessment District and the type of bonds, including terms and conditions thereof. NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: SECTION 1. That the above recitals are all true and correct. SECTION 2. Unpaid Asg~ssm~nts. The Treasurer shall, imediately upon the completion o~rt~e 20-day cash collection period, determine the assessments which are unpaid and the aggre9ate amount thereof as authorized by Section 8621 of the Streets and Highways Code of the State of-California. SECTION 3. Registered Bonds. Said bonds shall be issuable only as fully registered bonds in th~ denomination of $5,000, or any integral multiple thereof, except for one bond maturing in the first year of maturity, which shal! include the amount by which the total issue exceeds the maximum integral multiple of $5,000 contained therein. SECTION 4. Date of Bonds. All of said bonds shall be dated the 28th day of August, 1986, an~'i'nterest shall accrue from that date. SECTION 5. Maturit~ 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 maturin~ 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 respective years of maturity, and the Treasurer or designated Registrar shall, inmlediately 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 6. Interest. Each ~ond shall be of a single maturity and shall bear interest at ~ rate as set forth in the accepted bid proposal for said bonds from the interest payment date next preceding the date on which it is 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 authenticated 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. Interest shall be capitalized and funded as an incidental expense, with initial interest installments payable on the 2nd day of March and September, 1987. SECTION 7. Place of Payment. The principal and interest on the bonds shall be payable in ~awful money of the United States of America at the office of the Treasurer, or such paying agent as may be designated by Resolution of 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 regis- tration, 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. SECTION 8. Redemption. This bond, or a portion thereof if issued in a denomination 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 five percent (5%) of the redeemed principal amount. If less than the entire bond is redeemed, the unredeemed portion shall be reissued to the registered owner thereof. SECTION 9. Transfer of Registered Bonds. Any fully registered bond may, in accordance with'i~s te~ms, 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 registered 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 10. Exchange of Registered Bonds. Fully registered bonds may be exchanged at the office of the Treasurer, or designated ~ransfer 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 denominations of the same maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor. SECTION 11. ~ooks of Registration. There shall be kept by the Treasurer sufficient books for the registration and transfer of the bonds and, upon presenta- tion for such purpose, the Treasurer shall, under such reasonable regu- lations as it may prescribe, register or transfer or cause to be regis- tered or transferred, on said register, bonds as hereinbefore provided. SECTION 12. 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 registra- tion. 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 13. Authentication. Only such of the bonds as shall bear thereon a certifi- cate' o~ authentication substantially in the form below, manually exe- cuted by the transfer agent and registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the transfer agent and registrar shall be conclusive evi- dence that the bonds so authenticated have been duly executed, authenti- cated 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 . BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as Transfer Agent and Registrar By: SECTION 14. Ne otiabilit~, Registration ~nd Transfer of Bonds. The transfer of any bond may be ~eglstered 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 representative, 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 denomina- tion 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 regis- trar shall authenticate at the earliest practical time, bonds in accor- dance 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 regis- tration 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 15. Ownership of B~nds. The person in whos~ name any bond shall be regis- tePed shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal and redemption 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, includ- ing the redemption premium, if any, and interest thereon, to the extent of the sum or sums so paid. SECTION 16. Mutilated, Destroyed, Stolen or Lost Bonds. In case any bond secured hJreby shall become mu~ila%~d or be desLroyed, 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 substitution 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 legisla- tive body of evidence satisfactory to it and to the Auditor thereof that such bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the legislative body with indemnity satisfactory to it. SECTION 17. Cancellation of Bonds. All bonds paid or redeemed, either at or before maturity, shal') 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 cer- tificate in its permanent files for the issue. SECTION 18. Reserve Fund. ?ursuant to Part 16 of Division 10 of the California Streets and Highways Code, as amended, there shall be created a special reserve fund for the bonds to be designated by the name of the Assessment District and specified as the special "Reserve Fund". The Reserve Fund shall be funded as follows: The initial designated amount shall be deposited in the Reserve Fund out of the bond proceeds. Periodically, at such times as may be determined by the legislative body, monies representing interest on funds on deposit in the Reserve Fund shall be transferred to the Reserve Fund, but only to the extent permitted herein and to the extent that the amount of interest credited thereto shall not result in the bonds becoming "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated and proposed thereunder. For these proceedings, it is hereby determined and declared that the special Reserve Fund shall be funded in the following manner: An amount equiva- lent to ten percent (10%) of the principal amount of the bonds issued. Monies in the Reserve Fund shall be applied as follows: A. Amounts in said Reserve Fund shall be transferred to the Redemption Fund for the bonds if, as a 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 permitted investments of Reserve Fund monies shall remain in the Reserve Fund to maintain the Reserve Fund at an amount equal to ten percent (10%) of the Adjusted Principal Amount of the Bonds. "Adjusted Principal Amount" of the bonds shall mean the principal amount of the bonds at the time of the issuance thereof reduced by the original principal amount of any assessment which has been paid at the time of determination of the Adjusted Principal Amount of the bonds. The Treasurer shall determine if there is any amount in the Reserve Fund in excess of ten percent (10%) of the Adjusted Principal Amount of the bond as of June 30 of each year, and shall transfer any such excess to the Redemption Fund by July 15 of each year in the manner provided in Part 16 of said Division 10; C. All monies remaining the Reserve Fund in the year in which the last installments of the assessments become due and payable shall be credited towards said assessments as follows: Prior to June 30th of the fiscal year next preceding the fiscal year in which the last unpaid assessment installment becomes due and payable, the City shall, determine the amount remaining in the Reserve Fund, if any, after all sums advanced and interest thereon have been reimbursed, and shall order same to be distributed and/or credited in the manner set forth in Section 10427.1 of said Code, provided only that where all or any part of such assessments remain unpaid and are payable in installments, the amount apportioned to each parcel shall be credited against the last unpaid assessment installment, then such excess shall be credited against the next to last assessment installment. D. The amount of the annual Reserve Fund disbursement of earned interest shall be credited toward installments of unpaid assessments each year during which any part of the bonds remain outstanding. The Auditor's Record, prepared pursuant to Section 8682 of the Streets and Highways Code, shall reflect credits against each of the unpaid assessments in the manner provided in Section 10427.1 of said Code, in amounts equal to each parcel's proportionate share of the annual reserve fund disbursement. No portion of the annual Reserve Fund disbursement shall be trans- ferred in any year in excess of the amount which would cause the Reserve Fund to fall below ten percent (10%) of the Adjusted Principal Amount of the bonds. E. In the event that any annual Reserve Fund disbursement was not fully made in any year because to have done so would have caused the Reserve Fund to fall below the minimum amount for that year, the Treasurer may thereafter transfer and credit any amounts in excess of the minimum amount toward the assessment installments due in subsequent years. In the event assessments are paid in cash in advance of their final maturity date, the Treasurer is authorized to reduce the minimum amount of the Reserve Fund and increase the annual Reserve Fund disbursements in the proportion in which the assessments paid in cash bears to the total original unpaid assessments. SECTION 19. ~p[ovement Fund. The proceeds from the sale of the bonds, after deposit of required amounts in the Reserve Fund and the 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 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 there- after shall be utilized or distributed as determined by the legislative body. SECTION 20. R~emption Fund. Principal of and interest on said bonds shall be paid 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. SECTION 21. Covenant to Foreclose..The legislative body hereby covenants that upon default'o't 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 such proceedings, if at any time the balance in the Reserve Fund is less than seven percent (7%) of the Adjusted Principal Amount of the bonds, as that term is defined in subsection B of Section 18 entitled "Reserve Fund" set forth hereinabove. 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". SECTION 22. Order to Print and Authenticate Bonds. The Treasurer is hereby instruc- ted to cause bonds, a~'~et 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 23. 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 arbi- trage bonds. Such certification shall be delivered to the purchaser together with the bonds. SECTION 24. Designation of Transfer A~nt, PayiQg Agent and Registrar. The BANK OF AMERICA NATIONAL T~UST AND SAVINGS-ASSOCiATiUN is hereby designated transfer agent, paying agent and registrar with respect to these proceedings and the bonds to be issued. SECTION 25. Deliyery of Bonds. Delivery of said bonds may be in the form of a temporary bond, if requested by the underwriter, to accomplish a delivery prior to September 1, 1986. SECTION 26. Official StatEment. The Official Statement, as prepared and submitted, is hereby approved and ado~ted,.and, the execution and distribution is hereby authorized. A copy of said Official Statement shall be kept on file with the transcript of these proceedings and remain open for public inspection. APPROVED and ADOPTED this 22nd day of .. July .. , 198~ C.i A VISTA STATE OF CALIFORNIA OF CHULA VISTA STATE OF CALIFORNIA 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. 12626 b' , was duly passed, approved and adopted by the City Council, approved and sl9ned y the Mayor, and attested by the City Clerk, all at the regular meeting of said City Council - 1986, and that the same was held on the 22nd day of , July .., passed and a~'~-t'~the followin~ vote: AYES: COUNCIL MEMBERS Cox, Malcolm, Moore, Campbell, McCandliss NOES: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS None , 1986, at Chula Vista, California. EXECUTED this .. day,of .. CITY CLERK CITY OF CHULA VISTA STATE OF CALIFORNIA CITY OF CHULA VISTA