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HomeMy WebLinkAboutCC RES 88-021�SOLUTION N0. 88-21 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF REFUNDING BONDS PURSUANT TO THE "REFUNDING �CT OF 1984 FOR 1915 IMPROVEMENT ACT BONDS" NHSREAS, the CITY COUI�iCIL of the CITY OF PALM DESERT, CALIFORNIA, has heretofore undertake proceedinq� pursuant to the "Refundinq Act of 1984 for 1915 Improvement Act Bonds" ("Refundinq LaN"), being Dinision 11.5 of the Streets and HighNays Code of the State of California, and has confirmed reassessments upon lands Nithin a special assessment district, said special district known and desiqnated as NORTH SPHERS ASSESSKENT DISTRICT N0. 84-1-R (REFUNDING) (hereinafter referred to as the "RefundinQ District"); and, iiHEREAS, said proceedinqs provided for the issuance of bonds pursuant to the "Refundinq Act of 1984 for 1915 Improvement Act Bonds", beinq Division 11.5 of said Code, and it ia necessary to establish terms and provisions of such issuance. NSEREAS, tbere has noM been presented for consideration by this leqislative body an preliminary Official Statement contaiainq information includinq but not limited to the RefundinQ District and the type of bonds, includinq terms and conditions thereot. NON, TxEREFORE, IT IS HEREBY RESOLVED AS FOLLOi�S: SECTION 1. Recitals. That the above recitals are all true and correct. SECTION 2. Issuance of Refundinq Bonds. Refundinq Bonds in the aqgreqate principal amount of $8,275,000.00 shall be issued as hereinafter provided upon the security of unpaid reassessments levied in accordance rrith the Refundinq LaW and under and pursuant to the proceedinqs thereunder duly had and taken. The refundinq bonds herein provided to be issued shall be know as "North Sphere Assessment District No. 84-1-R Refundinq Bonds", (the "Refundinq Bond" or "Refundinq Bonds"), and shall be dated March 29, 1988. The Refundinq Bonds shall be issued only in fully reqistered form in denominations of S5,000 or any inteqral multiple thereof, except that one Refundiaq Bond shall include the amount by which the total issue exceeds the maximum inteqral multiple of S5,000 contained therein. The Refundinq Bonds shall be issued in serial form Kith annual maturities on September 2nd of every year succeeding 12 months after their date, until September 2, 2005. Refundinq Bonds shall mature in the amouats and on the dates and at the rates of interest to be set torth in the Bond Purchase Contract to be submitted to and subject to the approval of this leqislative body. SECTION 3. Form of Refundinq Bonds. The Refundinq Bonds shall be issued pursuant to the provisions of the Refundinq Law and shall be substantially in the format of bonds as authorized pursuant to the terms and provisions of the "Improvement Bond Act of 1915", being Division 10 of said Code, except as such format may vary from the terms and conditions set forth in this Resolution. � � SECTION 4. Intereet. Each Refunding Bond ehall be of a eingle maturity and ehall bear intereet at a rate not to exceed 12� per annum from the intereet payment date next preceding the date on which it ie authenticated and regietered, unleee eaid Refunding Bond ie authenticated and reqietered ae of an intereat payment date, in which caee it shall bear intereet from eaid intereet payment date, or unleee eaid Refunding Bond ie authenticated and registered prior to the firet intereet payment date, in which case it ehall bear interest from ita date, until payment of ite principal eum has been diacharged. Intereet ehall be payable commencing on September 2, 1988, and eemi-annually thereafter on 3eptember 2 and March 2 of each year to maturity. SECTION 5. Place of Payment. The principal and interest on the Refundinq Bonde eha�l be payable in lawful money of the United Statee of America at the corporate truet office of the Security Pacific National eank, Loe Angelee, California (the "Regietrar, Paying Agent and Tranefer Agent"�. Principal and intereet on eaid Refunding Bonde ehall be gaid by check or draft to the regietered owner thereof at his addrees as it appeare on the booke of regietration, or at such addreas as may have been filed with the Regietrar for that purpoae, ae of the 15th day immediately preceding said interest payment date. SECTION 6. Redemption. Thie Refunding Bond, or a portion thereof if iaeued in a denomination greater than $5,000, ehall be eubject to redemption and payment in advance of maturity in increments of $5,000 as provided in Section 8768 of the Streets and Highwaye Code, on the 2nd day of March or September in any year, by giving the notice provided in eaid law to the regietered owner thereof at hie addreBe ae it appeare on the booke of regietratfon and by paying principal of and accrued intereet on euch redeemed amount, together with a premium equal to three percent �3$) of the redeemed principal amount. If leBa than the entire Refunding Bond ie redeemed, the unredeemed portion shall be reieeued to the regfetered owner thereof. 3BCTION 7. Tranefer of Regiatered Refunding Bonds. Any fully regietered Refundinq 8ond may, in accordance with ite terme, be transferred upon the booke of regietration required to be kept pureuant to the proviaione of Section 8 by the owner in whoee name it ie regietered, or by hie duly authorized attorney or legal representative, upon eurrender of euch tully registered Refundinq Bond for reqiatration of euch tranefer, accompanied by delivery of a written inetrument or tranafer in a form epproved by the Transfer Agent and Treaeurer and by the owner of said Refunding 8onde, duly executed. The Tranafer Agent ahall require the payment by the bondholder requeating euch tranefer of any tax or other governmental charge required to be paid with respect to euch tranefer and such chargee ae provided for in the syetem of regietration for registered debt obligatione. No tranefer of fully reqistered Refunding eonde ehall be required to be made during the fifteen (15) days next preceding each interest payment date. SECTION 8. Exchange of Regiatered Refunding Bonda. Fully registered Refunding Bonda may be exchanqed at the office of the deeignated Tranefer Agent/Regietrar, for a like aggregate principal amount of Refunding Bonde of the eame series, interest rate and maturity, eubject to the terme and conditione provided in the system of regietration for registered debt obligatione, including the payment of certain chargee, if any, upon surrender and cancellation of this Refundinq Bond. Upon such transfer and exchange, a new regietered Refundinq Bond or Bonds of any authorized denomination or denominations of the eame maturity for the same aggregate principal amount will be iesued to the tranaferee in exchanqe therefor. SECTION 9. Booke of Registration. There ehall be kept by the Reqietrar sufficient booke for the regietration and tranefer of the Refunding Bonde and, upon presentation for euch purpoee, the Regietrar ahall, under euch reaeonable requlations ae it may prescribe, register or tranafer or cause to be regiatered or tranaferred, on said regiater, Refunding Bonde as hereinbefore provided. SECTION 10. Execution of Bonds. The Refunding Bonde shall be executed i� facaimile by the Treasurer and attested by the City Clerk, and the corporate seal ahall be imprinted in faceimile on the Refunding Bonde. The Refunding Bonds ahall then be delivered to the Tranefer Agent and Regietrar, for authentication and regietration. In case an officer who ahall have signed or atteeted to any of the Refunding Bonde by faceimile or other- wiee ehall ceaee to be euch officer before the authentication, delivery and iseuance of the Refunding Bonds, auch Refunding Bonds nevertheless may be authenticated, delivered and iesued, and upon such authentica- tion, delivery and iseue, ahall be as binding as though those who aigned and atteated the same had remained in office. SECTION 11. Authentication. Only auch of the Refunding Bonda as ehall bear thereon a certificate of authentication subetantially in the form below, manually executed by the Transfer Agent and Registrar, shall be valid or obligatory for any purpose or entitled to the benefita of this Resolution, and euch certificate of the Tranafer Aqent and Registrar shall be conclusive evidence that the Refunding Bonda so authenticated have been duly executed, authenticated and delivered hereunder, and are entitled to the benefita of this Resolution. FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond hae been authenticated and registered on SECURITY PACIFIC NATIONAL BANK as Paying Agent, Registrar and Transfer Agent By: SECTION 12. Negotiability, Registration and Transfer of Refunding Bonds. The transfer of any Refunding Bond may be regiatered only upon such books of registration upon surrender thereof to the Tranefer Agent and Registrar, together with an aesignment duly executed by the owner or his attorney or legal representative, in satiafactory form. Upon any such regietration of tranefer, a new Refundinq Bond or Refundinq Bonde shall be authenticated and delivered in exchange for euch Refundinq Bond, in the name of the transferee, of any denomination or denomina- tione authorized by this Resolution, and in an aggregate principal amount equal to the principal amount of auch Refunding Bond or principal amount of euch Refunding Bond or Refunding Bonde eo surrendered. In all caees in which Refunding Bonde ehall be exchanged or traneferred, the Tranafer Agent and Registrar ehall authenticate at the earlieet practical time, Refunding Bonds in accordance with the proviaions of this Resolution. All Refunding Bonde Burrendered in auch exchange or registration transfer ehall forthwith be cancelled. The legielative body may make a charge for every such exchange or regietra- tion of tranefer of Refunding Bonds sufficient to refmburse it for any tax or other governmental charge required to be paid with reapect to such exchange or regietration of tranafer. The Transfer Agent and Regietrar shall not be required to make such exchange or regietration of transfer of Refunding Bonds during the fifteen (15) daye immediately preceding any March 2nd or September 2nd. SECTION 13. ownership of Refundinq Bonds. The person in whose name any Refunding Bond ehall be registered shall be deemed and regarded ae the absolute owner thereof for all purpoees, and payment of or on account of the principal and redemption premium, if any, of any auch Refunding Bond, and the interest on any euch Refunding Bond, ahall be made only to or upon the order of the regietered owner thereof�or hie legal representa- tive. Al1 euch payments ahall be valid and effectual to satiafy and diacharge the liability upon such Refunding Bond, including the redemp- tion premium, if any, and interest thereon, to the extent of the sum or suma ao paid. SECTION 14. Mutilated, Destroyed, Stolen or Lost Refundinq Bonds. In caee any Refunding Bond eecured hereby ahall become mutilated or be deetroyed, stolen or lost, the legielative body shall cauee to be executed and authenticated a new Refunding Bond of like date and tenor in exchange and eubstitution for and upon the cancellation of such mutilated Refunding Bond or in lieu of and in substitution for such Refunding Bond destroyed, etolen or lost, upon the owner'e paying the reaeonable expenses and chargee in connection therewith, and, in the case of a Refunding Bond destroyed, stolen or lost, hie filing with the legiela- tive body of evidence eatiafactory to it and to the Auditor thereof that euch Refunding Bond wae destroyed, atolen or loet, and of hie ownerehip thereof, and furnishing the legielative body with indemnity satisfactory to it. SECTION 15. Cancellation of Refundinq Bonds. All Refunding Bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such Refunding Bonds, and shall be delivered to the transfer agent and registrar when such payment or redemption is made. All Refunding Bonds cancelled under any of the provieions of this Resolution shall be destroyed by the Transfer Agent and Regietrar, which shall execute a certificate in duplicate describing the Refunding Bonds eo destroyed, and ahall retain said executed certificate in ite permanent files for the issue. SECTION 19. Inveatment of Refunding Trust Fund Monies. Immediately upon deposit of the proceeds from the sale of the Refunding Bonds and the applicable City contribution into the Refunding Trust Fund, an amount thereof necessary to pay the principal of and interest and redemption premiums on the refunded bonde on September 2, 1988, ehall be inveeted by the Treaeurer in "Federal eecuritiee" ae defined by Section 9600(c) of the California Streete and Highways Code, ae amended. Such inveetment shall mature so ae to ensure that such monies, and any interest earned thereon, are available for the purpose of redeeming the refunded bonds on September 2, 1988. Monies in the Refunding Trust Fund may not be inveated so that the interest earned thereon exceeds the "yield" on the Refunding Bonds, as that term is defined in the Internal Revenue Code of 1986 (the "Code"). SECTION 20. Redemption of Refunding Bonds. The Treasurer shall undertake proceed- inqe pureuant to Diviaion 11.1 of the Streete and Highwaya Code of the State o€ California to cause the advance retirement of the refunded bonds on September 2, 1988. Principal of and interest and redemption premiums on the refunded bonds ehall be payable from the Refunding Trust Fund. Any surplus in the Refunding Truat Fund after completion of the advance retirement of the Refunded Bonda ehall be immediately transferred to the Redemption Fund. SECTION 21. Coste of Iseuance. The costs of iseuing the'Refunding Bonds shall be paid from the proceeds of eale of the Refunding eonde. SECTION 22. Redemption Fund. Principal of and interest on said Refunding Bonds ehall be paid out of the Redemption Fund created pureuant to Sectioc► 8671 of the California Streets and Highways Code. Accrued intereat paid by the purchaser of the Refunding Bonda, if any, ahall be deposited in the Redemption Fund. SECTION 23. Covenant to Forecloee. The legielative body hereby covenante that upon default of any reaesesement payment due, it will cause Superior Court foreclosure proceedings to be brought within one hundred fifty (150) days of auch default and thereafter diligently pro�ecute to completion auch proceedings. Such foreclosure proceedinga may be deferred if funds are advanced to the special Reserve Fund to keep said Fund continually at the level eet forth in the Section entitled "Reeerve Fund" eet forth hereinabove. SECTION 24. Order to Print and Authenticate Refunding Bonds. The Treasurer is hereby instructed to cause Refunding Bonds, as set forth above, to be printed, and to proceed to cause said Refunding Bonda to be authenti- cated 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 Refunding Bonds. SECTION 25. Non-Arbitrage Covenant. The City shall not take or permit nor suffer to be taken any action with respect to the grose proceede of the Refunding Bonda as such term is defined under the Code, which, if such action had been reasonably expected to have been taken, or had been SECTION 16. City Contribution. At the time of the bond cloeing, an amount of $1,383,386.25 shall be contributed and depoeited to aseist in the refunding of these bonde for this refunding Aseessment Diatrict, eaid funds conetituting funds contributed from proceeds of the original Aseessment Dietrict. SECTION 17. Reaerve Fund. Pureuant to Part 16 of Diviaion 10 of the California Streete and Highwaya Code, ae amended, there ehall be created a epecial reeerve fund for the Refunding Bonds to be designated by the name of the Refunding Dietrict and apecified as the special "Reeerve Fund". The Reserve Fund shall be funded as followe: The initial deeignated amount ahall be five percent (5$) of the principal amount of the Refunding Bonde and shall be depoeited in the Reeerve Fund out of contributione by the City. Periodically, at euch times ae may be determined by the legislative body, moniee repreeentinq intereat on funds on depoait in the Reserve Fund ahall be transferred to the Reeerve Fund, but only to the extent that auch deposits ehall not cause the Refunding Bonde to become arbitrage bonde. Moniea in the Reserve Fund ehall be applied as followe: A. Amounte in tion Fund payment of Redemption Amounta so eaid Reserve Fund shall be traneferred to the Redemp- for the bonds if, as reassessmenta, there Fund to pay principal traneferred shall be proceeds from the redemption reepect to which an reasaesement the delinquent reaeseesments; a reault of delinquencies in the are inaufficient moniea in said of and intereet on the bonde. repaid to the Reserve �und from or foreclosure of property with is unpaid and from payments of B. Whenever moniea in the Reserve Fund are sufficient to retire all of the Refunding Bonda outetanding, plue accrued interest thereon, euch money ehall be traneferred to the Redemption Fund for the Refunding Bonds and collection of the remaining unpaid aeeeesmente ahall cease. C. In the event aesessmente are paid in cash in advance of their final maturity date, the Treasurer ie authorized to reduce the minimum amount of the Reaerve Fund and increase the annual Reeerve Fund diebursementa in the proportion in which the reaesessmente paid in cash bears to the total original unpaid reaeseaements. SECTION 18. Refunding Trust Fund. The proceeds from the.eale of the Refunding Bonds, after depoait of required amounts in the Reserve Fund and the Redemption Fund, and the payment of the coets of issuance of the Refund- ing Bonds, and all City contributions not otherwise dedicated shall be placed in the fund hereby created, pursuant to Sections 9613 and 9616 of the California Streets and Highways Code, as amended, which shall be called the "Refunding Trust Fund", and the monies in said Fund shall be used only for the purpose of refunding the bonds to be refunded, and the funds shall applied only as permitted by the Refunding Law. Resolution 88 �l deliberately and intentionally taken, on the date of issuance of the Refunding Bonds would have caused the Refunding Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and all applicable regulations of the United Statea Department of Treasury ("Treaeury Requlatione") promulgated thereunder. SECTION 26. Arbitrage Certificate. On the basis of the facte, eatimatee and circum- atancee now in existence and in exietence on the date of ieaue of the Refunding Bonds, ae determined by the Treasurer, said Treasurer ie hereby authorized to certify that it is not expected that the proceede of the iasue will be used in a manner that would cause euch obligatione to be arbitrage bonds. Such certification ehall be delivered to the purchaeer together with the Refunding Bonde. SECTION 27. Investment of Monies in Refunding Bond Funds. Except ae otherwise provided herein, all monies held by the Treasurer in any of the funde or accounta establiahed pursuant to these proceedings and all moniee held by the City in any fund or account which is reasonably expected to be used to pay, or which is pledged for the payment of, debt service on the Refunding Bonde shall not be invested so as to advereely affect the exemption from Federal income taxation of interest on the Refunding Bonde. In furtherance of this covenant, City agreea to follow and adhere to euch inveetment instructions ae Bond Couneel may provide at the cloeing of the Refunding Bond issue or from time to time there- after, so ae to aesure the continuing exemption of interest on the Refunding Bonds from Federal income taxation. SECTION 28. Covenant to Maintain Tax-Exempt Status. The City cvvenants that it will not make any use of the proceeds of the Refunding Bonde ieaued hereunder which would cause the Refunding Bonde to become "arbitrage bonds" subject to Federal income taxation pursuant to the provieiona of Section 148(a) of the Code, or to become "Federally guaranteed obligatfone" as defined in Section 149(b) of the Code, or to become "private activity bonds" as defined in Section 141(a) of the Code. To . this end, the City will comply with all applicable requiremente of the Code and all Treasury Regulations issued thereunder to the extent that such requirements and regulationa are, at the time, applicable and in effect. Additionally, the City agrees to implement and follow each and every recommendation, including without limitation such inveatment instructions pertaining to the Refunding eond proceeds, as may be provided by Bond Counsel and deemed to be necessary to be undertaken by the City to ensure compliance with all applicable provisions of the Code and the Treasury Regulations in order to preserve the exemption of interest on the Refunding Bonds from Federal income taxation. SECTION 29. Amendment. Without tt�e consent of the bondowners, the City hereafter may amend this Resolution to add, modify or delete provisions if the same is necessary or <iesirable, in the ^pinicn of Bond Counsel, to assure the exemption cf interest on the Pefunding Bonds from Federa: income taxation. SECTION 30. Designation of Transfer A:�ent, Payinq Agent and Registrar. SECURITY PACIFIC NATIONAL BANK is hereby designated Transfer Agent, Paying Agent and Regiatrar with respect to these proceedings and the Refunding 8onds to be issued. SECTION 31. Preliminary Official Statement. The Preliminary Official Statement, ae prepared and eubmitted, is hereby approved and adopted, and the execution and distribution is hereby authorized. A copy of said Preliminary Official Statement ehall be kept on file with the tranecript of theae proceedings and remain open for public inspection. The City Manager, with the concurrence of Bond Counael, ie hereby authorized to approve a Final Official Statement at or prior to the bond cloaing, which may thereafter be executed and distributed. PASSED, APPROVED and ADOPTED by the City Council of the City of Palm Desert, California, on this 25th day of February , 1988, by the following vote: AYES: CRITES, KELLY, SNYDER, WILSON & BENSON No�s: NONE AHSENT: NONE ABSTAIN: NONE ,� � .� ��� C `���- OR �C TY OF PALM DESERT TATE OF CALIFORNIA �� CITY CLERK � CITY OF PALM DESERT STATE OF CALIFORNIA