HomeMy WebLinkAboutCC RES 09-03RESOLUTION NO. 09-3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT
PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED OBLIGATION
IMPROVEMENT BONDS IN PRINCIPAL AMOUNT NOT TO EXCEED TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), APPROVING
AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH, AND
AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO
RECITALS:
A. The City Council of the City of Palm Desert, California (the "City") by its
Resolution No. 08-75 (the "Resolution of Intention") declared its intention to establish the City of
Palm Desert Energy Independence Program (the "EIP") to finance the acquisition and
construction or installation of distributed generation renewable energy sources and energy
efficiency improvements (the "Improvements") on or in properties in the City through contractual
assessments pursuant to Chapter 29 of Part 3 of Division 7 of the California Streets and
Highways Code, commencing with Section 5898.10, (the "Act") and ordered the preparation and
filing of a report (the "Report") with the City Council and provided that bonds may be issued
under the Resolution of Intention pursuant to the provisions of the Act or, as the Resolution of
Intention has heretofore been amended by Resolution No. 09-2, pursuant to the provisions of
Title 17 (the "Municipal Code") of the Palm Desert Municipal Code as it may be amended from
time to time.
B. Following notice duly given in accordance with law, the City Council held
a public hearing regarding the EIP as described in the Report.
C. Following the public hearing, pursuant to its Resolution No. 08-89, the
City Council established the EIP and confirmed contractual assessments to be levied against
properties in the City within the parameters of the Report.
D. Pursuant to the EIP, the City has entered into contractual assessment
agreements (each, an "Contractual Assessment Agreement") with property owners whereby the
City has extended loans (each, a "Loan") to property owners to finance Improvements to the
owners' properties.
E. Pursuant to the Contractual Assessment Agreements, the property
owners who are parties to such agreements have agreed to repay the Loans through the levy of
assessments by the City against the property owners' properties pursuant to Section 5898.30 of
the Act (each, an "Assessment").
F. The City advanced $2.5 million of its own funds to the "Energy
Independence Fund," a special trust fund established and held by the City for the purpose of
extending Loans to property owners to finance Improvements to the owners' properties.
G. As of the date hereof, the City has disbursed approximately $780,000
from the Energy Independence Fund for Loans and reasonably expects, with respect to the
1
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
balance of the Loans entered into before and including the date hereof, that such Loans will be
funded from the Energy Independence Fund within the next 6 months.
H. The City Council desires to issue its City of Palm Desert, Energy
Independence Program, Limited Obligation Improvement Bonds, Series 2009A (Taxable) (the
"Bonds") under and pursuant to the Municipal Code to reimburse the City for such advance to
the Energy Independence Fund, with such reimbursement advanced to the City as funds are
disbursed from the Energy Independence Fund for Loans.
I. In order to effectuate the sale of the Bonds, the City Council desires to
approve the form of, and authorize the execution and delivery of, a bond purchase agreement
(the "Purchase Agreement"), the form of which is on file with the City Clerk.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT,
CALIFORNIA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION: AUTHORIZATION
AND PURPOSE OF BONDS; EQUAL SECURITY.
Section 1.1. Definitions. Unless the context otherwise requires, the following
terms shall, for all purposes of this Resolution and of any Supplemental Resolution and of the
Bonds, and of any certificate, opinion or other document herein mentioned, have the following
meanings:
"Act" means Chapter 29 of Part 3 of Division 7 of the California Streets and
Highways Code, commencing with Section 5898.10.
"Advance" means the principal amount disbursed by the Owner to the City
pursuant to a written request for disbursement in substantially the form attached hereto as
Exhibit B and in accordance with Section 2.3 hereof.
"Agency" means the Palm Desert Redevelopment Agency.
"Assessment Installments" means the installments of principal, interest and
premium, if any, to be paid on the unpaid Assessments by the owners of real property as
provided by the Contractual Assessment Agreements. The term "Assessment Installments"
does not include (i) the prepayment premium paid after the fifth (5th) anniversary of the Bond
Date by property owners pursuant to Section 1(f) of the Contractual Assessment Agreements or
(ii) the "Annual Administrative Assessment" paid by property owners pursuant to Section 1(d) of
the Contractual Assessment Agreements.
"Assessment Revenues" means the revenues received by the City in each Fiscal
Year from the collection of the annual Assessment Installments, including any interest and
penalties thereon and the proceeds of the exercise of any of the remedies for delinquent
payments available hereunder or under the Act.
"Assessments" means the unpaid assessments levied by the City pursuant to the
Act under the proceedings taken pursuant to the Resolution of Intention, constituting a first lien
and charge upon real properties in the City as provided by the Contractual Assessment
Agreements.
2
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
"Authorized Investments" means any obligation in which the City may lawfully
invest its funds.
"Authorized Representative of the City" means the Mayor, the City Manager and
any other person designated by such officers and authorized to act on behalf of the City
pursuant to this Resolution or any Supplemental Resolution.
"Bond Date" means the dated date of the Bonds, which shall be the Closing
Date.
"Bonds" means the limited obligation improvement bonds authorized by and at
any time Outstanding pursuant to the provisions of this Resolution and as designated pursuant
to Section 2.3 hereof.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State or the Federal Reserve System are authorized or
obligated by law or executive order to be closed.
"City" means the City of Palm Desert, California.
"City Council" means the City Council of the City.
"City Manager" means the City Manager of the City.
"City Treasurer" means the City Treasurer of the City.
"Closing Date" means the date of delivery of the Bonds to or upon the order of
the Purchaser.
"Contractual Assessment Agreements" means the agreements by and between
the City and property owners, each dated as of a date between August 29, 2008 and January
22, 2009, inclusive, whereby the City has extended Loans to such property owners to finance
Improvements to the owners' properties.
"County" means the County of Riverside, California.
"Debt Service Schedule" means, collectively or each individually, as the context
may require, the debt service schedules appended to each Bond, in substantially the form set
forth in Exhibit A hereof.
"Energy Independence Fund" means the fund by that name described in Recital
F herein.
"Federal Securities" means those securities described in Sections 1360
and 1360.1 of the California Financial Code and includes United States Treasury notes, bonds,
bills or certificates of indebtedness, or obligations for which the faith and credit of the United
States are pledged for the payment of principal and interest, including the guaranteed portions
of small business administration loans so long as the loans are obligations for which the faith
and credit of the United States are pledged for the payment of principal and interest.
3
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
"Fiscal Year" means any twelve-month period extending from July 1st in one
calendar year to June 30th of the succeeding calendar year, both dates inclusive, or any other
twelve-month period selected and designated by the City as its official fiscal year period.
"Improvements" means the qualifying distributed generation renewable energy
sources and energy efficiency improvements acquired and constructed or installed on or in
properties in the City pursuant to the Contractual Assessment Agreements.
"Independent Public Accountant" means any certified public accountant or firm of
certified public accountants appointed and paid by the City or the Agency, who, or each of
whom (i) is in fact independent and not under domination of the City or the Agency; (ii) does not
have any substantial interest, direct or indirect, in the City or the Agency; and (iii) is not
connected with the City or the Agency as an officer or employee of the City or the Agency but
who may be regularly retained to make annual or other audits of the books of, or reports to, the
City or the Agency.
"Interest Payment Date" means March 2 and September 2 in each year,
beginning March 2, 2010 and continuing thereafter so long as any Bonds remain Outstanding;
provided, however, that, if any such day is not a Business Day, interest up to the Interest
Payment Date will be paid on the Business Day next succeeding such date.
"Loans" has the meaning provided in Paragraph D of the Recitals herein.
"Maturity Date" means the date specified in any Bond on which the principal of
such Bond becomes due and payable.
"Municipal Code" means Title 17 of the Palm Desert Municipal Code as it may be
amended from time to time, relating to a complete, additional, and alternative method for issuing
bonds to be secured by Contractual Assessments levied pursuant to the Act.
"Outstanding", when used as of any particular time with reference to Bonds,
means (subject to the provisions of Section 9.6) all Bonds theretofore executed, issued and
delivered by the City under this Resolution except (i) Bonds theretofore cancelled by the City
Treasurer or surrendered to the City Treasurer for cancellation, (ii) Bonds paid and discharged
pursuant to the terms of Section 6, and (iii) Bonds in lieu of or in substitution for which other
Bonds shall have been executed, issued and delivered pursuant to this Resolution.
"Owner" when used with respect to any Bond, means the person in whose name
the ownership of such Bond is registered on the Registration Books maintained by the City.
"Principal Payment Date" mean September 2 of each year, commencing
March 2, 2010.
"Purchaser" means the Agency.
"Record Date" means, with respect to any Interest Payment Date, the fifteenth
day of the calendar month immediately preceding the applicable Interest Payment Date,
whether or not such day is a Business Day.
4
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
"Redemption Date" means, with respect to any Bonds, the date on which such
Bonds have been called for redemption pursuant to the terms of this Resolution prior to their
Maturity Date.
"Redemption Fund" means the fund by that name created and established
pursuant to Section 4.2 hereof.
"Redemption Notice" has the meaning provided in Section 3.4 hereof.
"Registration Books" means the records maintained by the City Treasurer
pursuant to Section 2.9 hereof for the registration and transfer of ownership of the Bonds.
"Resolution" means this Resolution and includes subsequent amendments
hereof and any Supplemental Resolution.
"Resolution of Intention" means Resolution No. 08-75, as amended by Resolution
No. 08-89 and Resolution No. 09-2 of the City Council.
"State" means the State of California.
"Supplemental Resolution" means any resolution adopted by the City Council
amendatory of or supplemental to this Resolution.
Section 1.2. Rules of Construction. All references in this Resolution to
"Sections," and other subdivisions, unless indicated otherwise, are to the corresponding
Sections or subdivisions of this Resolution; and the words "herein," "hereof," "hereunder," and
other words of similar import refer to this Resolution as a whole and not to any particular Section
or subdivision hereof.
Section 1.3. Authorization and Purpose of Bonds. The City has reviewed all
proceedings heretofore taken relative to the authorization of the Bonds and has found, as a
result of such review, and hereby finds and determines that all things, conditions and acts
required by law to exist, happen and be performed precedent to and in the issuance of the
Bonds do exist, have happened and have been performed in due time, form and manner as
required by law, and the City is now authorized, pursuant to each and every requirement of law,
to issue the Bonds in the manner and form as in this Resolution provided. The City Council
hereby authorizes the issuance of the Bonds pursuant to the Municipal Code and this
Resolution for the purpose of reimbursing the City for funds that the City advanced to make
Loans to finance the Improvements.
Section 1.4. Equal Security. In consideration of the acceptance of the Bonds by
the Owners thereof, this Resolution shall be deemed to be and shall constitute a contract
between the City and the Owners of the Bonds; and the covenants and agreements herein set
forth to be performed on behalf of the City shall be for the equal and proportionate benefit,
security and protection of all Owners of the Bonds without preference, priority or distinction as to
security or otherwise of any of the Bonds over any of the others by reason of the number or date
thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever,
except as expressly provided therein or herein.
5
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
SECTION 2. THE BONDS.
Section 2.1. Equality of Bonds, Pledge.
(a) The City hereby pledges, in trust for the protection and security of the
Owners, all of its right, title and interest in the Assessment Revenues, and all other funds,
accounts and sub -accounts created hereunder for the payment of principal of, premium (if any),
and interest on the Bonds. Pursuant to the Municipal Code and this Resolution, the Bonds shall
be and are equally secured by a pledge of and lien upon the Assessment Revenues, and the
amounts on deposit in the aforementioned funds and accounts.
(b) The Bonds and interest thereon are not payable from the general funds of
the City. Neither the credit nor the taxing power of the City is pledged for the payment of the
Bonds or the interest thereon, and no Owner of the Bonds may compel the exercise of any
taxing power by the City or force the forfeiture of any of its property. The principal of, and
premium (if any) and interest on the Bonds are not a debt of the City nor a legal or equitable
pledge, charge, lien or encumbrance upon any of its property, or upon any of its income,
receipts or revenues, other than the Assessment Revenues and the funds described in
Section 2.1(a) above.
Section 2.2. Collection of Assessments. The Assessment Installments shall be
payable as provided in the Contractual Assessment Agreements and shall be payable in the
same manner and at the same time and in the same installments as general taxes on real
property are payable, and become delinquent at the same times and in the same proportionate
amounts and bear the same proportionate penalties and interest after delinquency as do
general taxes on real property. Nothing in this Resolution or in any Supplemental Resolution
shall preclude the redemption prior to maturity of any Bonds or the payment of the Bonds from
proceeds of refunding bonds issued under any law of the State.
Section 2.3. Issuance of Bonds to Represent Unpaid Assessments; Procedure
for Disbursement: Authorization to Complete Debt Service Schedules. The issuance of the
Bonds, in an aggregate principal amount not to exceed $2,500,000, is hereby authorized as
provided in this Resolution in accordance with the provisions of the Resolution of Intention and
the Municipal Code and the proceedings conducted thereunder, with the exact principal amount
of the Bonds to be determined by the official signing the Purchase Agreement in accordance
with Section 9.7(d) below. The Bonds shall be designated as described in Recital H hereof.
The Bonds shall be issued only in fully registered form without coupons in the denomination of
$5,000 or any integral multiple thereof, or in such other denomination or denominations as
determined by the City Treasurer. The Bonds shall be in the form of a single bond, the
principal amount of which shall be disbursed to the City in such increments and at such times as
requested by the City to the Owner pursuant to a written request for disbursement in
substantially the form attached hereto as Exhibit B. The Bonds shall be dated the Closing Date,
shall mature and be payable on September 2 in the years and in the principal amounts specified
in the Debt Service Schedule attached to the Bond. The Bonds shall bear interest at such rate
or rate(s) as would yield the amount of interest payable on each Interest Payment Date, as set
forth in the Debt Schedule attached to the Bond, but in any event at an overall rate not to
exceed 7% per annum (calculated utilizing the true interest cost method). The Finance Director -
Treasurer is hereby authorized and directed to act on behalf of the City to establish and
determine the interest rate or rates on the Bonds and to complete the Debt Service Schedule
relating to each Advance, provided that the overall interest rate does not exceed 7% per annum
for the issue as a whole (calculated utilizing the true interest cost method).
6
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 2.4. Medium and Payment. Principal of, and premium (if any) and
interest on the Bonds shall be payable in lawful money of the United States of America. The
principal of the Bonds shall be payable on each Principal Payment Date in accordance with the
Debt Service Schedule attached thereto. Interest on the Bonds shall be payable on each
Interest Payment Date in accordance with the Debt Service Schedule attached thereto. Interest
on the Bonds shall accrue only on such portion of the principal amount as has been disbursed
by the Owner to the City pursuant to Section 2.3 hereof, with accrual commencing on the date
of the respective Advance. To the extent any Advance has been made and is still Outstanding,
interest on any Bond shall be payable from the Interest Payment Date next preceding the date
of authentication of that Bond, unless (i) such date of authentication is an Interest Payment
Date, in which event interest shall be payable from such date of authentication, (ii) the date of
authentication is after a Record Date but prior to the immediately succeeding Interest Payment
Date, in which event interest shall be payable from such Interest Payment Date, or (iii) the date
of authentication is prior to the close of business on the first Record Date, in which event
interest shall be payable from the later of the Bond Date or the date of the first Advance;
provided, however, that if at the time of authentication of such Bond, interest is in default,
interest on that Bond shall be payable from the last Interest Payment Date to which the interest
has been paid or made available for payment.
Principal of and interest on any Bond shall be paid by check of the City mailed by
the City Treasurer on or before the Interest Payment Date by first class mail, postage prepaid,
to the person whose name appears in the Registration Books as the Owner of such Bond as of
the close of business on the Record Date, to the address that appears on the Registration
Books (or in such other manner as determined by the Purchaser if the Purchaser is the sole
Owner of the Bonds), provided that the payment of principal of the Bonds on the final Maturity
Date and the payment of the principal of the Bonds and any premium due upon the redemption
thereof shall be payable upon presentation and surrender thereof at maturity or earlier
redemption at the office of the City Treasurer. In addition, upon a request in writing received by
the City Treasurer on or before the applicable Record Date from an Owner of $1,000,000 or
more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by
wire transfer in immediately available funds to an account designated by such Owner.
Each Bond shall bear interest until its principal sum has been paid; provided,
however, that if at the final Maturity Date of any Bond, or if at the redemption date of any Bond
which has been duly called for redemption as herein provided, funds are available for the
payment or redemption thereof in full accordance with the terms of this Resolution, the Bond
shall then cease to bear interest.
Section 2.5. Form of Bonds and Certificate of Authentication and Reaistration.
The Bonds shall be sold to the Purchaser and shall be initially issued in the form of a fully
registered bond or bonds registered in the name of the Purchaser. The form of the Bond, the
form of the certificate of authentication and the form of registration thereon shall be substantially
in the form attached hereto as Exhibit A and incorporated herein by this reference. The Bonds
may be printed, lithographed or typewritten and may contain such reference to any of the
provisions of this Resolution as may be appropriate.
Section 2.6. Execution and Authentication. The Bonds shall be executed by the
manual or facsimile signature of the City Manager and attested by the manual or facsimile
signature of the City Clerk and the seal of the City (or a facsimile thereof) shall be impressed,
imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers
who shall have signed or sealed any of the Bonds shall cease to be such officer before the
7
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Bonds so signed and sealed have been authenticated and delivered by the City Treasurer
(including new Bonds delivered pursuant to the provisions hereof with reference to the transfer
and exchange of Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds may,
nevertheless, be authenticated and delivered as herein provided, and may be issued as if the
persons who signed or sealed such Bonds had not ceased to hold such offices.
The Bonds shall bear thereon a certificate of authentication and registration, in
the form set forth in Exhibit A hereto, executed by the manual signature of the City Treasurer.
Only such Bonds as shall bear thereon such certificate of authentication and registration shall
be entitled to any right or benefit under this Resolution, and no Bond shall be valid or obligatory
for any purpose until such certificate of authentication and registration shall have been duly
executed by the City Treasurer.
Section 2.7. Registration of Exchange or Transfer. The registration of any Bond
may, in accordance with its terms, be transferred upon the Registration Books by the person in
whose name it is registered, in person or by his or her duly authorized attorney, upon surrender
of such Bond for cancellation at the office of the City Treasurer, accompanied by delivery of a
written instrument of transfer in a form acceptable to the City Treasurer and duly executed by
the Owner or his or her duly authorized attorney. Bonds may be exchanged at the office of the
City Treasurer for a like aggregate principal amount of Bonds of other authorized
denominations. The City will not charge for any new Bond issued upon any exchange, but may
require the Owner requesting such transfer or exchange to pay any tax or other governmental
charge required to be paid with respect to such transfer or exchange. Whenever any Bond or
Bonds shall be surrendered for registration of transfer or exchange, the City Treasurer shall
authenticate and deliver a new Bond or Bonds; provided that the City Treasurer shall not be
required to register transfers or make exchanges of (i) Bonds for a period of 15 days next
preceding the date of any selection of Bonds to be redeemed, or (ii) any Bonds chosen for
redemption.
Section 2.8. Mutilated, Lost, Destroyed or Stolen Bonds. If any Bond shall
become mutilated, the City Manager, at the expense of the Owner of such Bond, shall execute,
and the City Treasurer shall thereupon authenticate and deliver, a new Bond of like series,
tenor, maturity and aggregate principal amount in authorized denomination in exchange and
substitution for the Bond so mutilated, but only upon surrender to the City Treasurer of the Bond
so mutilated. Every mutilated Bond so surrendered to the City Treasurer shall be cancelled and
destroyed. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such
Toss, destruction or theft may be submitted to the City Treasurer and, if such evidence be
satisfactory to the City Treasurer and indemnity satisfactory to the City Treasurer shall be given,
the City Manager, at the expense of the Owner, shall execute, and the City Treasurer shall
thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of and in
substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or
shall have been called for redemption, instead of issuing a substitute Bond the City Treasurer
may pay the same without surrender thereof upon receipt of indemnity satisfactory to the City
Treasurer). The City Treasurer may require payment of a reasonable fee for each new Bond
issued under this Section 2.8 and of the expenses which may be incurred by the City and the
City Treasurer. Any Bond issued under the provisions of this Section 2.8 in lieu of any Bond
alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the
part of the City whether or not the Bond alleged to be lost, destroyed or stolen be at any time
enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this
Resolution with all other Bonds secured by this Resolution.
8
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 2.9. Reaistration Books. The City Treasurer will keep or cause to be
kept, at the office of the City, sufficient books for the registration and transfer of the Bonds, and,
upon presentation for such purpose, the City Treasurer shall, under such reasonable regulations
as he or she may prescribe, register or transfer or cause to be registered or transferred, on the
Registration Books, Bonds as herein provided.
The City may treat the Owner of any Bond whose name appears on the
Registration Books as the absolute Owner of such Bond for any and all purposes, and the City
shall not be affected by any notice to the contrary. The City may rely on the address of the
Owner as it appears in the Registration Books for any and all purposes. It shall be the duty of
each Owner to give written notice to the City of any change in such Owner's address so that the
Registration Books may be revised accordingly.
Section 2.10. Validity of the Bonds. The validity of the authorization and
issuance of the Bonds shall not be dependent upon the completion of the Improvements or
upon the performance by any person of such person's obligation with respect to the
Improvements.
Section 2.11. Refundina of Bonds. The Bonds may be refunded by the City as
permitted by and in accordance with applicable law including, but not limited to, the Municipal
Code.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of
Bonds under Section 3 hereof, or the defeasance of the Bonds and discharge of all obligations
of the City under this Resolution under Section 6 hereof.
SECTION 3. REDEMPTION OF BONDS.
Section 3.1. Mandatory Redemption. The Bonds shall be redeemed prior to
maturity, in whole or in part on any date by lot within a maturity from monies on deposit and
available for such purpose in the Assessment Prepayment Account of the Redemption Fund
after making the disbursements required in Section 4.5(a) through (d), from the sources, to the
extent of and in the manner set forth in the fourth paragraph of Section 4.3 hereof, at a
redemption price, expressed as a percentage of the principal amount of the Bonds to be
redeemed, of 103 percent for the first five years of the term of the Bonds together with accrued
interest to the date of redemption; provided, so long as the Purchaser is the sole Owner of the
Bonds, the Purchaser may waive (pursuant to Section 9.8 hereof) the right to receive any
redemption premium pursuant to this Section 3.1, upon which waiver the redemption price shall
be equal to 100 percent of the principal amount of the Bonds to be redeemed. After the first five
years of the term of the Bonds, the redemption price shall be equal to 100 percent of the
principal amount of the Bonds to be redeemed.
Section 3.2. Optional Redemption. The Bonds may be redeemed prior to
maturity, in whole or in part on any Interest Payment Date by lot within a maturity from monies
on deposit and available for such purpose in the Redemption Fund from sources other than
those referred to in Section 3.1, at the option of the City, at a redemption price, expressed as a
percentage of the principal amount of the Bonds to be redeemed, of 103 percent for the first five
years of the term of the Bonds together with accrued interest to the date of redemption;
provided, so long as the Purchaser is the sole Owner of the Bonds, the Purchaser may waive
(pursuant to Section 9.8 hereof) the right to receive any redemption premium pursuant to this
9
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 3.2, upon which waiver the redemption price shall be equal to 100 percent of the
principal amount of the Bonds to be redeemed. After the first five years of the term of the
Bonds, the redemption price shall be equal to 100 percent of the principal amount of the Bonds
to be redeemed.
Section 3.3. Selection of Bonds for Redemption. If less than all of the
Outstanding Bonds are to be redeemed pursuant to Section 3.1 or Section 3.2, the City
Treasurer shall select the Bonds to be redeemed in such a way that the ratio of Outstanding
Bonds to issued Bonds shall be approximately the same within each maturity insofar as
possible. Within each maturity, the Bonds shall be selected for redemption by lot in any manner
that the City Treasurer deems fair.
Section 3.4. Notice of Redemption. In the event that Bonds are to be redeemed
as provided in this Section 3, at least 30 days, or other such shorter period upon the consent of
the Owners of any Bonds designated for redemption, but not more than 60 days prior to any
Redemption Date, a notice of redemption (the "Redemption Notice") shall be sent by personal
service, or registered or certified mail by the City Treasurer to the Owners of any Bonds
designated for redemption and, if the Purchaser is not the sole Owner of the Bonds, to such
securities depositories and securities information services as shall be designated by the City
Treasurer. Such Redemption Notice shall specify: (i) the Bonds or designated portions thereof
which are to be redeemed, (ii) the date of redemption, (iii) the redemption price, (iv) the CUSIP
numbers (if any) assigned to the Bonds to be redeemed, and (v) if less than all Bonds are to be
redeemed, the Bond numbers of the Bonds to be redeemed, and shall require that such Bonds
be surrendered at the office of the City Treasurer for redemption at the redemption price. Such
Redemption Notice shall further state that on the specified date there shall become due and
payable upon each Bond or portion thereof being redeemed the redemption price, together with
interest accrued to the redemption date, and that from and after such redemption date interest
thereon shall cease to accrue and be payable.
Neither failure to receive any Redemption Notice nor any defect in such
Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption of
such Bonds. Each check or other transfer of funds issued by the City Treasurer for the purpose
of redeeming Bonds shall bear to the extent specified the CUSIP number identifying, by issue
and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
Section 3.5. Partial Redemption of Bonds. Upon surrender of any Bond to be
redeemed in part only, the City Treasurer shall authenticate and deliver to the Owner a new
Bond or Bonds of authorized denominations equal in aggregate principal amount to the
unredeemed portion of the Bond surrendered, with the same interest rate and the same
maturity. Such partial redemption shall be valid upon payment of the amount required to be
paid to such Owner, and the City shall be released and discharged thereupon from all liability to
the extent of such payment.
Section 3.6. Effect of Notice and Availability of Redemption Price. Notice of
redemption having been duly given, as provided in Section 3.4, and the amount necessary for
the redemption having been made available for that purpose and being available therefor on the
date fixed for such redemption:
(1) The Bonds, or portions thereof, designated for redemption shall,
on the date fixed for redemption, become due and payable at the redemption price thereof as
10
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
provided in this Resolution, anything in this Resolution or in the Bonds to the contrary
notwithstanding;
(2) Upon presentation and surrender thereof at the office of the City,
such Bonds shall be redeemed at the redemption price;
(3) From and after the redemption date, the Bonds or portions thereof
so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or
portions thereof shall cease to accrue interest; and
(4) From and after the date fixed for redemption no Owner of any of
the Bonds or portions thereof so designated for redemption shall be entitled to any of the
benefits of this Resolution, or to any other rights, except with respect to payment of the
redemption price and interest accrued to the redemption date from the amounts so made
available.
SECTION 4. FUNDS AND ACCOUNTS.
Section 4.1. Disposition of Bond Proceeds. There previously has been
established a special trust fund held by the City called the "Energy Independence Fund" to
which the City advanced its funds to make Loans to property owners to finance the
Improvements pursuant to the Contractual Assessment Agreements. The amount received by
the City from the sale of Bonds shall be deposited in the Energy Independence Fund to
reimburse the City for such advances.
Section 4.2. Establishment of Bonds Redemption Fund and Accounts. For
administering and controlling the Assessment Revenues and any related monies, there is
hereby created and established the Bonds Redemption Fund (the "Redemption Fund"), within
which there shall be the Assessment Installment Account and the Assessment Prepayment
Account, such special fund and accounts to be maintained by the City Treasurer.
Section 4.3. Redemption Fund. The City hereby agrees to establish and
maintain the Redemption Fund until all payments of principal of and premium (if any) and
interest on the Bonds have been made and all of the Bonds have been paid or redeemed. All
sums received by the City from the collection of Assessment Revenues shall be deposited and
held in the Assessment Installment Account of the Redemption Fund except for prepayment of
the Assessments herein.
On each Interest Payment Date and each Principal Payment Date, the City
Treasurer shall make payments of interest and principal, respectively, due and payable with
respect to the Bonds from monies in the Assessment Installment Account. If, on any Interest
Payment Date or Principal Payment Date, there will be insufficient funds in the Assessment
Installment Account to make the payments provided for in the preceding sentence, available
monies shall be applied first to the payment of interest on the Bonds, and then to the payment of
principal due on the Bonds and then to the payment of principal due on the Bonds called for
redemption pursuant to Section 3 hereof.
On each September 2, all monies in the Assessment Installment Account in
excess of the amount necessary to make the payments of principal of and interest on the Bonds
then due or overdue and payable on such date (assuming all Owners entitled to payment on or
11
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
before such date take or have taken any and all actions necessary on their part to receive
amounts due them) shall, to the extent permitted by law, be applied as follows:
(a) The moneys shall be retained in the Assessment Installment
Account of the Redemption Fund; or
(b) The moneys shall be transferred to the Assessment Prepayment
Account of the Redemption Fund for application to the advance maturity and redemption of
Bonds pursuant to Section 3.
Amounts received from, or on behalf of, property owners as prepayments of the
Assessments pursuant to the Section 4.4 shall be deposited by the City Treasurer in the
Assessment Prepayment Account for application pursuant to Section 4.5. Amounts in the
Assessment Prepayment Account shall be used to pay the principal of and redemption premium
(if any) on Bonds the maturities of which shall have been advanced pursuant to Chapter 8 of the
Municipal Code. The City Treasurer shall advance the maturity of and call Bonds for
redemption pursuant to this Resolution and the Municipal Code whenever and to the extent
monies are on deposit in the Assessment Prepayment Account, after making the disbursements
required in Section 4.5(a) through (d), sufficient to pay the principal thereof plus the redemption
premium (if any). On or after each Redemption Date, or prior thereto, upon presentation and
surrender thereof, the City Treasurer shall pay the principal of and redemption premium (if any)
on each Bond the maturity of which has been so advanced from monies in the Assessment
Prepayment Account. Interest accrued on each such Bond to the earlier of the Principal
Payment Date or Redemption Date shall be paid from monies in the Assessment Installment
Account.
Any amounts remaining in the Redemption Fund or the accounts thereof after
payment of all of the Bonds and the interest thereon shall be applied in accordance with
Section 4.7.
Section 4.4. Prepayment of Assessments. The owner of assessed land may
prepay the Assessment and remove the lien of the Assessment in accordance with the
Contractual Assessment Agreement.
Section 4.5. Application of Prepaid Assessments. Upon receiving a prepayment
of an assessment, the City Treasurer shall deposit it in the Assessment Prepayment Account of
the Redemption Fund. All prepayments may be commingled in a single account. From the
account the City Treasurer shall make disbursements in the following priority as follows:
(a) The administrative fee, if any, shall be deposited in the general
fund of the City.
(b) Delinquent principal, interest, and penalties shall be transferred to
the Assessment Installment Account.
(c) The installment of principal due in the Fiscal Year of prepayment
shall be transferred to the Assessment Installment Account.
(d) Interest accrued to the Redemption Date shall be transferred to
the Assessment Installment Account.
12
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
(e) The balance in the Assessment Prepayment Account shall be
used to advance the maturity of Bonds to the next call date as provided in Chapter 8 of the
Municipal Code and Section 3.1 of this Resolution. The amount of Bonds to be retired shall be
the maximum for which principal and redemption premium (if any) may be paid in full from the
Assessment Prepayment Account. Accrued interest on Bonds to be retired shall be paid from
the Assessment Installment Account.
Section 4.6. Certain Procedures Upon Redemption. If notice of redemption is
given, the Bonds so advanced shall mature and become payable on the date fixed for
redemption in the notice. The Owner of any such Bond may, prior to the date of redemption,
with the consent of the City Treasurer, surrender it and receive the principal and interest thereon
to the date of payment together with the redemption premium provided for the Bond, if any. If
the Bond has not been sooner surrendered on the date fixed for redemption, the City Treasurer
shall set aside to the credit of the Owner of the Bond the amount of principal and accrued
interest then due on the Bond together with the redemption premium, if any, and the Bond shall
then be deemed to have matured and interest shall cease to accrue on the Bond. The amount
so set aside shall upon demand and upon the surrender and cancellation of the Bond be paid to
the Owner of the Bond.
Section 4.7. Redemption Fund Surplus. If there is a surplus remaining in the
Redemption Fund or any of the accounts therein after payment of all Bonds and the interest
thereon, that surplus shall be released from the pledge and lien hereunder and transferred to
the City to be used for any lawful purposes.
Section 4.8. Investments. (a) All moneys in any of the funds or accounts
established pursuant to this Resolution shall be invested by the City Treasurer solely in
Authorized Investments. Obligations purchased as an investment of moneys in any fund or
account shall be deemed to be part of such fund or account.
All interest or gain derived from the investment of amounts in any of the funds or
accounts shall be deposited in the fund or account from which such investment was made. The
City Treasurer shall incur no liability for losses arising from any investments made pursuant to
this Section.
(b) For the purpose of determining the amount in any fund or account
established hereunder, the value of investments credited to such fund or account shall be
calculated at the cost thereof, excluding accrued interest and brokerage commissions, if any.
(c) Moneys in the Redemption Fund shall be invested only in obligations
which will by their terms mature on such dates as to ensure the timely payment of principal and
interest on the Bonds as the same become due.
The City Treasurer shall sell at the best price obtainable or present for
redemption any obligations so purchased whenever it may be necessary to do so in order to
provide moneys to meet any payment or transfer for such funds and accounts or from such
funds and accounts. For the purpose of determining at any given time the balance in any fund
or account, any such investments constituting a part of such fund and account shall be valued at
their amortized cost.
13
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
SECTION 5. COVENANTS.
So long as any of the Bonds issued hereunder are outstanding, the City makes
the following covenants with the Owners under the provisions of the Act and the Municipal
Code, as applicable (to be performed by the City or its proper officers, agents or employees),
which covenants are necessary, convenient and desirable to secure the Bonds; provided,
however, that said covenants do not require the City to expend any funds other than the
Assessment Revenues.
Section 5.1 Punctual Payment. The City will punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Resolution and any Supplemental Resolution, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Resolution and all Supplemental Resolutions and of the Bonds.
Section 5.2. Limited Obligation; No Required Advances From Available Surplus
Funds. The Bonds are limited obligation improvement bonds and are payable solely from and
secured solely by Assessment Revenues and the amounts in the Redemption Fund and any
other funds, accounts, and sub -accounts created hereunder. Notwithstanding any other
provision of this Resolution, the City is not obligated to, but may in its sole and absolute
discretion, advance available surplus funds from the City treasury to cure any deficiency in the
Redemption Fund.
Section 5.3. General. The City shall do and perform or cause to be done and
performed all acts and things required to be done or performed by or on behalf of the City under
the provisions of this Resolution. The City warrants that upon the date of execution and delivery
of the Bonds, the conditions, acts and things required by law and this Resolution to exist, to
have happened and to have been performed precedent to and in the execution and delivery of
such Bonds do exist, have happened and have been performed and the execution and delivery
of the Bonds shall comply in all respects with the applicable laws of the State.
Section 5.4. Protection of Security and Rights of Owners. The City will preserve
and protect the security of the Bonds and the rights of the Owners thereto, and will warrant and
defend their rights to such security against all claims and demands of all persons. From and
after the delivery of the Bonds by the City, the Bonds shall be incontestable by the City.
Section 5.5. Against Encumbrances. The City will not encumber, pledge or
place any charge or lien upon any of the Assessment Revenues or other amounts pledged to
the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Resolution.
Section 5.6. Collection of Assessments. The City shall comply with all
requirements of the Act so as to assure the timely collection of the unpaid Assessments.
Section 5.7. Accounting Records and Statements. The City will keep or cause to
be kept proper accounting records in which complete and correct entries shall be made of all
transactions relating to the receipt, deposit and disbursement of the Assessment Revenues, and
such accounting records shall be available for inspection upon five business days' written notice
14
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
by any Owner or such Owner's agent duly authorized in writing at reasonable hours and under
reasonable conditions.
Section 5.8. Further Assurances. The City will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of its duties under
this Resolution, and for the better assuring and confirming unto the Owners of the Bonds the
rights and benefits provided in this Resolution.
SECTION 6. DEFEASANCE.
Section 6.1. Defeasance. If all Outstanding Bonds shall be paid and discharged
in any one or more of the following ways:
(a) by paying or causing to be paid the principal of and interest with respect
to all Bonds Outstanding, as and when the same become due and payable;
(b) by depositing with the City Treasurer, at or before maturity, an amount
which, together with the amounts then on deposit in the Redemption Fund, is fully sufficient to
pay the principal of and redemption premium (if any) and interest on all Bonds Outstanding as
and when the same shall become due and payable or, in the event of redemption thereof,
before their respective final Maturity Dates; or
(c) by depositing with the City Treasurer Federal Securities in such amount
as the City shall determine, as verified by a nationally recognized Independent Public
Accountant (unless the Purchaser is the sole owner of the Bonds, in which case no such
verification is required), will, together with the interest to accrue thereon and moneys then on
deposit in the Redemption Fund together with the interest to accrue thereon, be fully sufficient to
pay and discharge the principal of, and premium (if any) and interest on all Bonds Outstanding
as and when the same shall become due and payable;
then, at the election of the City, and notwithstanding that any Bonds shall not
have been surrendered for payment, all obligations of the City under this Resolution with
respect to all Outstanding Bonds shall cease and terminate, except for (i) the obligation of the
City Treasurer to pay or cause to be paid to the Owners of the Bonds not so surrendered and
paid, all sums due thereon, and (ii) the City's obligations under Section 5.4. Any funds held by
the City Treasurer, at the time of receipt of such notice from the City, which are not required for
the purpose above mentioned, shall be transferred to the City to be used for any lawful
purposes.
SECTION 7. SUPPLEMENTAL RESOLUTIONS.
Section 7.1. Supplemental Resolutions Without Owner Consent. The City, may
from time to time, and at any time, without notice to or consent of any of the Owners, adopt
resolutions supplemental hereto as shall not be inconsistent with the terms and provisions
hereof for any of the following purposes:
(a) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other provision with
15
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
respect to matters or questions arising under this Resolution or in any supplemental resolution,
provided that such action shall not adversely affect the interests of the Owners;
(b) to add to the covenants and agreements of and the limitations and the
restrictions upon the City contained in this Resolution other covenants, agreements, limitations
and restrictions to be observed by the City which are not contrary to or inconsistent with this
Resolution as theretofore in effect; and
(c) to modify, alter, amend or supplement this Resolution in any other respect
which is not materially adverse to the interests of the Owners.
Section 7.2. Supplemental Resolutions with Owner Consent. Except as
provided in Section 7.1, the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding shall have the right to consent to and approve the execution of such
supplemental resolutions as shall be deemed necessary or desirable for the purpose of waiving,
modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or
provisions contained in this Resolution or in any supplemental resolution or agreement;
provided, however, that nothing herein shall permit, or be construed as permitting, (a) an
extension of the Maturity Date of the principal of, or the payment date of interest on, any Bond,
(b) a reduction in the principal amount of, or redemption price of, any Bond or the rate of interest
thereon, (c) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or
(d) a reduction in the percentage of Bonds the Owners of which are required to consent to such
supplemental resolution, without the consent of the Owners of all Bonds then Outstanding. In
no event, however, may a modification or amendment provide for the issuance of additional
bonds, notes or other evidences of indebtedness payable out of the Assessment Revenues.
Section 7.3. Notice of Supplemental Resolution to Owners. If at any time the
parties hereto shall desire to enter into a resolution supplemental hereto, which pursuant to the
terms of Section 7.2 shall require the consent of the Owners, the City shall cause notice of the
proposed resolution to be mailed, postage prepaid, to all Owners at their addresses as they
appear in the Registration Books. Such notice shall briefly set forth the nature of the proposed
resolution and shall state that a copy thereof is on file at the office of the City for inspection by
all Owners. The failure of any Owner to receive such notice shall not affect the validity of such
resolution when consented to and approved as in Section 7.2 provided. Whenever at any time
within one year after the date of the first mailing of such notice, the City shall receive an
instrument or instruments purporting to be executed by the Owners of not less than a majority in
aggregate principal amount of the Bonds then Outstanding, which instrument or instruments
shall refer to the proposed resolution described in such notice, and shall specifically consent to
and approve it substantially in the form of the copy thereof referred to in such notice as on file
with the City, such proposed resolution, when duly adopted by the City, shall thereafter become
a part of the proceedings for the issuance of the Bonds. In determining whether the Owners of
the requisite aggregate principal amount of the Bonds have consented to the adoption of any
supplemental resolution, Bonds which are owned by the City or by any person directly or
indirectly controlling or controlled by or under direct or indirect common control with the City,
shall be disregarded and shall be treated as though they were not Outstanding for the purpose
of any such determination.
Upon the adoption of any resolution supplemental hereto and the receipt of
consent to any such resolution from the Owners of the appropriate aggregate principal amount
of Bonds in instances where such consent is required, this Resolution shall be, and shall be
deemed to be, modified and amended in accordance therewith, and the respective rights, duties
16
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
and obligations under this Resolution of the City and all Owners of Bonds then Outstanding
shall thereafter be determined, exercised and enforced hereunder, subject in all respects to
such modifications and amendments.
SECTION 8. DEFAULT.
Section 8.1. Events of Default. If any of the following events occur, it is hereby
declared to constitute an "Event of Default":
(a) Default in the due and punctual payment of interest on any Bond, whether
at the stated Interest Payment Date thereof, or upon proceedings for redemption thereof;
(b) Default in the due and punctual payment of the principal of or premium, if
any, on any Bond, whether at the stated Principal Payment Date thereof, or upon proceedings
for redemption thereof; or
(c) Failure by the City to observe and perform any material covenant,
condition or agreement required by this Resolution to be performed by it (other than a default
described in clause (a) or (b) above) for a period of 60 days following written notice to the City
from any Owner of such failure; provided, however, if the City is in good faith attempting to
remedy said failure and is unable to do so within the 60 day time period, an additional 60 days
shall be allowed.
Section 8.2. Remedies Not Exclusive: Non -waiver. No remedy conferred hereby
upon any Owner is intended to be exclusive of any other remedy, but each such remedy is
cumulative and in addition to every other remedy and may be exercised without exhausting and
without regard to any other remedy conferred by the Municipal Code, the Act, or any other law
of the State. No waiver of any default or breach of duty or contract by any Owner shall affect
any subsequent default or breach of duty or contract or shall impair any rights or remedies on
said subsequent default or breach. No delay or omission of any Owner to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed as a
waiver of any such default or acquiescence therein. Every substantive right and every remedy
conferred upon the Owners may be enforced and exercised as often as may be deemed
expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy
shall be brought or taken and the Owner shall prevail, said Owner shall be entitled to receive
reimbursement for reasonable costs, expenses, outlays and attorney's fees and should said
suit, action or proceeding be abandoned, or be determined adversely to the Owners then, and in
every such case, the City and the Owners shall be restored to their former positions, rights and
remedies as if such suit, action or proceeding had not been brought or taken.
Section 8.3. Limited Liability of the City to the Owners. Except for the collection
of the Assessment Installments and the observance and performance of the other conditions,
covenants and terms contained herein, in the Act or in the Municipal Code required to be
observed or performed by it, the City shall not have any obligation or liability to the Owners with
respect to this Resolution or the preparation, authentication, delivery, transfer, exchange or
cancellation of the Bonds. In the Resolution of Intention, the City has determined pursuant to
Chapter 2 of the Municipal Code that the City will not obligate itself to advance available funds
from the City's treasury to cure any deficiency which may occur in the Redemption Fund.
Section 8.4. Action by Owners Upon Default. In the event the City fails to take
any action to eliminate an Event of Default under Section 8.1 hereof, the Owners of a majority in
17
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
aggregate principal amount of Outstanding Bonds may institute any suit, action, mandamus or
other proceeding in equity or at law for the protection or enforcement of any right under this
Resolution, but only if such Owners have first made written request of the City, after the right to
exercise such powers or right of action shall have occurred, and shall have afforded the City a
reasonable opportunity either to proceed to exercise the powers granted herein or granted
under law or to institute such action, suit or proceeding in its name and unless also, the City
shall have been offered reasonable security and indemnity against the costs, expenses and
liabilities to be incurred therein or thereby, and the City shall have refused or neglected to
comply with such request within a reasonable time. Any moneys recovered in such suit, action,
mandamus or other proceedings shall be applied first to the payment of the reasonable costs
and expenses of the Owners in bringing such suit, action, mandamus or other proceeding,
including reasonable compensation to their agents and attorney.
SECTION 9. MISCELLANEOUS.
Section 9.1. Partial Invalidity. If any section, paragraph, subdivision, sentence,
clause or phrase of this Resolution shall for any reason be adjudged by any court of competent
jurisdiction to be unconstitutional, unenforceable or invalid, such judgment shall not affect the
validity of the remaining portions of this Resolution. The City Council hereby declares that it
would have adopted this Resolution and each and every other section, paragraph, subdivision,
sentence, clause and phrase hereof and would have authorized the issuance of the Bonds
pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions,
sentences, clauses or phrases of this Resolution or the application thereof to any person or
circumstance, may be held to be unconditional, unenforceable or invalid.
Section 9.2. General Authorization. The officers of the City are hereby
authorized and directed, jointly and severally, to do all acts and things which may be required of
them by this Resolution, or which may be necessary or desirable in carrying out the issuance of
the Bonds as provided by this Resolution and all matters incidental thereto, including, without
limitation, to execute such agreements, certificates, receipts, opinions and other documents,
and to deliver at the closing and delivery of the Bonds any and all of the foregoing as may be
appropriate in the circumstances. All such acts and things heretofore done are hereby
approved, ratified and confirmed.
Section 9.3. Personal Liability. The City or any officer, agent or employee
thereof, shall not be individually or personally liable for the payment of the principal of or
interest on the Bonds; but nothing herein contained shall relieve any such entity, officer, agent
or employee from the performance of any official duty provided by law.
Section 9.4. Payment of Business Day. In any case where the date of the
maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for
redemption of any Bonds or the date any action is to be taken pursuant to this Resolution is
other than a Business Day, the payment of interest or principal (and premium, if any) or the
action need not be made on such date but may be made on the next succeeding day which is a
Business Day with the same force and effect as if made on the date required and no interest
shall accrue for the period after such date.
Section 9.5. Employment of Aaents by the City. In order to perform its duties
and obligations hereunder, the City may employ such persons or entities as it deems necessary
or advisable. The City shall not be liable for any of the acts or omissions of such persons or
entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully
18
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities.
Section 9.6. Disqualified Bonds. In the event of a later transfer of the Bonds in
accordance with Section 9.7 hereof, in determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction,
consent or waiver under this Resolution, Bonds which are owned or held by or for the account of
the City shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination, provided, however, that for the purpose of determining whether the City
Treasurer shall be protected in relying on any such demand, request, direction, consent or
waiver, only Bonds which the City Treasurer knows to be so owned or held shall be
disregarded.
Section 9.7. Sale of Bonds to Purchaser: Transfer of Bonds: Purchase
Agreement; Restrictions. (a) The Purchaser, as the initial Owner of the Bonds, has
represented to the City that the Purchaser intends to hold the Bonds for its own account, for an
indefinite period of time, and does not intend at this time to distribute, sell or otherwise dispose
of the Bonds, or any portion thereof, to any third party.
(b) At the time of adoption of this Resolution, the City has not prepared, and
does not intend to prepare, any offering document (in the form of an official statement or
otherwise) with respect to the Bonds. The City has not made, and at this time does not intend
to make, any continuing disclosure filings with state or national information repositories with
respect to the Bonds.
(c) The transfer of the Bonds shall be restricted as set forth herein. With
respect to any transfer of less than all of the then outstanding principal amount of the Bonds, the
portion being transferred shall be equal to $100,000 or greater in principal amount. No Bond (or
any portion thereof) may be transferred and no such transfer shall be effective or recognized in
the Registration Books, unless the City Treasurer shall have received a letter from the proposed
transferee in the form satisfactory to the City Treasurer, which shall contain statements
substantially to the following effect:
(i) The transferee has received and reviewed copies of this Resolution. The
transferee understands that (A) the Bonds are limited obligations of the
City secured by and payable solely from Assessment Revenues as
provided in this Resolution, (B) no other fund or property of the City is
liable for the payment of the Bonds, (C) none of the payment obligations
with respect to the Bonds are secured by a pledge of any money received
or to be received from taxation by the City or any political subdivision
thereof, other than the Assessment Revenues, and (D) there is no
reserve fund for the Bonds.
(ii) The transferee has sufficient knowledge and experience in financial and
business matters, including in the purchase and ownership of municipal
obligations of a nature similar to the Bonds, to be able to evaluate the
risks and merits of investing in the Bonds.
(iii) The transferee acknowledges that City has not prepared any offering
document with respect to the Bonds. The transferee, as a sophisticated
investor, has made its own credit inquiry and analyses with respect to the
19
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Bonds. The transferee has assumed the responsibility for obtaining and
making such review as the transferee has deemed necessary or desirable
in connection with the transferee's decision to invest in the Bonds. The
transferee's decision to invest in the Bonds did not rely on any information
provided by the City (or any representatives or agents of the City) that is
not in written form.
(iv) The transferee has duly determined that (A) the transferee is legally
authorized to purchase the Bonds, and (B) the Bonds are a lawful
investment for the transferee under all applicable laws.
(v) The transferee understands that (A) the Bonds have not been registered
with any federal or state securities agency or commission or otherwise
qualified for sale under the "Blue Sky" laws or regulations of any state, (B)
will not be listed on any securities exchange, (C) will not carry a rating
from any rating service, and (D) may not be readily marketable.
(vi) The transferee is investing in the Bonds for its own account, and at the
time of its purchase of the Bonds, and does not intend to distribute, resell
or otherwise dispose of the Bonds.
(vii) The transferee agrees that, in the event that the transferee decides to sell
or otherwise transfer the Bonds, it shall require the new transferee to
deliver to the City Treasurer the letter required by this Section 9.7 as a
condition precedent to the consummation of such transfer.
(d) The Purchase Agreement proposed to be entered into by and among the
City and the Purchaser, in the form on file in the office of the City Clerk, and the sale of the
Bonds pursuant thereto upon the terms and conditions set forth therein are hereby approved.
Subject to the following sentence, each of the Mayor and the City Manager, or their designee
(each, an "Authorized Officer"), acting singly, is authorized and directed, for and in the name
and on behalf of the City, to execute and deliver the Purchase Agreement in substantially said
form, with such changes therein as the officer executing the same may require or approve (such
approval to be conclusively evidenced by such Authorized Officer's execution and delivery
thereof). Each Authorized Officer, acting singly, is hereby authorized and directed to act on
behalf of the City to establish and determine the aggregate principal amount of the Bonds,
which amount shall not exceed $2,500,000.
(e) Upon satisfaction of subsection (c) above, any Bond may in accordance
with its terms be transferred upon the Registration Books by the person in whose name it is
registered, in person or by such person's duly authorized attorney, upon surrender of such Bond
for cancellation, accompanied by delivery of a written instrument of transfer, duly executed, in a
form approved by the City Treasurer. Whenever any Bond shall be surrendered for such
transfer, the City shall execute and the City Treasurer shall thereupon authenticate and deliver
to the transferee a new Bond or Bonds of like tenor, maturity or maturities and aggregate
principal amount. The City Treasurer shall not be required to transfer, pursuant to this
Section 9.7, either (i) any Bond during the period established by the City Treasurer for the
selection of Bonds for redemption, or (ii) any Bond selected for redemption pursuant to
Section 3.
20
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 9.8. Waivers. So long as the Purchaser is the sole Owner of the Bonds,
the Purchaser may waive any provisions of this Resolution, including but not limited to the
provisions related to the redemption of Bonds or to the adoption of resolutions supplemental
hereto.
Section 9.9. Effective Date. This Resolution shall take effect immediately upon
adoption.
PASSED, APPROVED, AND ADOPTED this 22nd day of January, 2009 by the
following vote, to wit:
AYES: BENSON, FERGUSON, FINERTY, KELLY, and SPIEGEL
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
V .?e v‘z c - V - - / 6 ee 2/
ROBERT A. SPIEGEL(MAY'
ATTEST:
�LL D. KLASSEN C CLERK
CITY OF PALM DESERT, CALIFORNIA
21
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Exhibit A
[FORM OF BOND]
Transfer of this Bond is subject to the restrictions set forth in the Resolution referred to
herein. A transfer of Bonds is limited to certain parties that qualify under the
requirements of the Resolution, which include the requirement that the transferee can
bear the economic risk of investment in the Bonds and has such knowledge and
experience in business and financial matters, including the purchase and ownership of
municipal obligations of a nature similar to the Bonds, to be able to evaluate the risks
and merits of the investment in the Bonds. The Bonds have not been registered with
any federal or state securities agency or commission.
REGISTERED
NUMBER 1
BOND DATE:
[2030]
United States of America
State of California
County of Riverside
REGISTERED
$[2,500,000.00]
CITY OF PALM DESERT
ENERGY INDEPENDENCE
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 2009A (TAXABLE)
, 2009 FINAL MATURITY DATE: September 2,
REGISTERED OWNER: Palm Desert Redevelopment Agency
Under and by virtue of Title 17 of the Palm Desert Municipal Code (the
"Municipal Code"), the City of Palm Desert (the "City"), County of Riverside, State of
California, will, out of the Redemption Fund for the payment of the Bonds issued upon
the unpaid assessments made for the work and improvements more fully described in
proceedings taken pursuant to Resolution of Intention No. 08-75, adopted by the City
Council on July 24, 2008, and as amended by Resolution No. 08-89, adopted by the
City Council on August 28, 2008, and as further amended by Resolution No. 09-2,
adopted by the City Council on January 22, 2009, pay to the registered owner hereof, or
registered assigns, the principal sum specified above and interest thereon, or so much
thereof as may have been disbursed and remain outstanding, at a rate of interest
determined pursuant to Resolution No. 09-3 of the City Council of the City (the
"Resolution of Issuance"), adopted on January 22, 2009, in lawful money of the United
States of America, and in accordance with the Resolution of Issuance; provided that
A-1
W:\Agenda Items12009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
the final installment of principal equal to the then unpaid principal balance of this Bond
and interest accrued thereon shall be due and paid upon surrender of this Bond on the
final maturity date set forth above.
The principal of the Bonds shall be payable on each Principal Payment
Date in accordance with the Debt Service Schedule attached hereto. Interest on the
Bonds shall be payable on each Interest Payment Date in accordance with the Debt
Service Schedule attached hereto. To the extent any Advance has been made and is
still Outstanding, both principal and interest shall be payable semiannually on March 2
and September 2 (each an "Interest Payment Date") in each year commencing on
March 2, 2010. Interest on the Bonds shall accrue only on such portion of the principal
amount as has been disbursed by the Owner to the City pursuant to Section 2.3 hereof,
with accrual commencing on the date of the respective Advance. To the extent any
Advance has been made and is still Outstanding, this Bond bears interest from the
Interest Payment Date next preceding its date of authentication and registration, unless
this Bond is authenticated and registered (i) on an Interest Payment Date, in which
event interest shall be payable from such date of authentication and registration,
(ii) prior to an Interest Payment Date and after the close of business on the 15th day of
the month immediately preceding such Interest Payment Date, in which event it shall
bear interest from such Interest Payment Date, or (iii) prior to the close of business on
February 15, 2010, in which event it shall bear interest from the later of the Bond Date
stated above or the date of the first Advance, until payment of such principal sum shall
have been discharged; provided, however, that if at the time of authentication of such
Bond, interest is in default, interest on that Bond shall be payable from the last Interest
Payment Date to which the interest has been paid or made available for payment.
Principal of and interest on the Bond shall be paid by check of the City mailed by the
City Treasurer on or before the Interest Payment Date by first class mail, postage
prepaid, to the person whose name appears in the Registrations Books as the Owner of
such Bond as of the 15th day of the calendar month immediately preceding each
Interest Payment Date, to the address of that person on the Registration Books,
provided that the payment of principal of the Bond on the final maturity date and the
payment of the principal of the Bond and any premium due upon the redemption thereof
shall be payable upon presentation and surrender thereof at maturity or earlier
redemption at the office of the City Treasurer in Palm Desert, California.
This Bond shall bear interest until the respective principal sum for each
Maturity Date (as defined in the Resolution of Issuance) has been paid; provided,
however, that if at the applicable Maturity Date, or if at the redemption date of any
principal amount of this Bond which has been duly called for redemption as provided in
the Resolution of Issuance, funds are available for the payment or redemption thereof in
full accordance with the terms of the Resolution of Issuance, such principal amount
shall then cease to bear interest.
This Bond is issued by the City of Palm Desert under Title 17 of the
Municipal Code and the Resolution of Issuance in the aggregate principal amount of
$2,500,000 for the purpose of reimbursing the City for funds that the City advanced to
make loans to finance the improvements described in the proceedings, and is secured
by the moneys in the Redemption Fund and by the unpaid assessments made for the
A-2
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
financing of those improvements, and, including principal and interest, is payable
exclusively out of the Redemption Fund and certain other funds and accounts as
provided in the Resolution of Issuance. The City will not obligate itself to advance
available funds from the City treasury to cure any deficiency which may occur in
the Redemption Fund.
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 City Treasurer,
subject to the terms and conditions provided in the Resolution of Issuance, including the
payment of certain charges, if any, upon exchange, transfer, surrender or cancellation
of this Bond. Upon transfer, a new registered Bond or Bonds, of any authorized
denomination or denominations, of the same maturity, and 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 City shall not be required to exchange or to register the transfer of
Bonds during the fifteen days immediately preceding any Interest Payment Date or of
any Bonds selected for redemption in advance of maturity.
The City may treat the owner hereof as the absolute owner for all
purposes, and the City shall not be affected by any notice to the contrary.
This Bond or any portion of it in the amount of $5,000, or any integral
multiple thereof, is subject to mandatory redemption and payment in advance of
maturity on any date from prepayments of assessments and subject to optional
redemption and payment in advance of maturity on any second day of March or
September in any year by giving at least 30 days' notice or other such shorter period
upon the consent of the owners of any Bonds designated for redemption, by registered
or certified mail, postage prepaid, or by personal service to the registered owner hereof
at the registered owner's address as it appears on the registration books of the City and
by paying principal and accrued interest together with a premium equal to three percent
(3%) of the principal for the first five (5) years after the Bond Date and zero percent
(0%) after the first five (5) years after the Bond Date. interest shall cease to accrue
from and after the date of redemption.
This Bond is subject to refunding pursuant to the Municipal Code prior to
maturity.
This Bond shall not be entitled to any benefit under the Municipal Code or
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 City Treasurer of the City.
A-3
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the City of Palm Desert, California has caused
this Bond to be signed by the City Manager and by the City Clerk, and has caused its
corporate seal to be impressed hereon all as of , 2009.
CITY OF PALM DESERT, CALIFORNIA
City Clerk City Manager
[seal]
4CERTIFICATE 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 . 2009.
City Treasurer
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
, whose tax identification number is , the within -
mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s)
attorney to transfer the same on the books of the Trustee
with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTE: The signature(s) on 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.
NOTICE: Signature must be guaranteed by a
member of an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or other similar program..
A-4
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Schedule 1 — Debt Service Schedules
CITY OF PALM DESERT
ENERGY INDEPENDENCE
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 2009A (TAXABLE)
Re: BOND REGISTERED NUMBER 1
Disbursement No. 1
Disbursement Date:
Disbursement Amount: True Interest Cost: %
DEBT SERVICE SCHEDULE — DISBURSEMENT NO. 1
Interest Principal Interest
Payment Date Payment Payment Total
$ $ $
Total: $ $ $
A-4-1
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Schedule 1 — Debt Service Schedules
CITY OF PALM DESERT
ENERGY INDEPENDENCE
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 2009A (TAXABLE)
Re: BOND REGISTERED NUMBER 1
Disbursement No. 2
Disbursement Date:
Disbursement Amount:
True Interest Cost:
DEBT SERVICE SCHEDULE — DISBURSEMENT NO. 2
Interest Principal Interest
Payment Date Payment Payment Total
$ $ $
Total: $ $ $
A-4 -2
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Schedule 1 — Debt Service Schedules
CITY OF PALM DESERT
ENERGY INDEPENDENCE
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 2009A (TAXABLE)
Disbursement No. 3
Disbursement Date:
Disbursement Amount: True Interest Cost:
DEBT SERVICE SCHEDULE — DISBURSEMENT NO. 3
Interest Principal Interest
Payment Date Payment Payment Total
$ $ $
Total: $ $ $
[add additional debt service schedules for each additional disbursement as necessary]
A-4 -3
W:\Agenda Items\2009-01-22\Resolution - Energy Independeo ce Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Exhibit B
FORM OF BOND PROCEEDS DISBURSEMENT REQUEST
[$2,500,000]
City of Palm Desert
Energy Independence Program
Limited Obligation Improvement Bonds
Series 2009A (Taxable)
To: Palm Desert Redevelopment Agency
Palm Desert, California
Re: Request for Disbursement of Bond Proceeds No. (`Request')
Ladies and Gentlemen:
The City of Palm Desert (the "City") hereby requests that you disburse to the City the
sum of $ , being a portion of the indebtedness evidenced by the above -
captioned bonds (the "Series 2009A Bonds).
The City hereby certifies as follows:
(a) The City has disbursed funds for Loans from the Energy Independence Fund in
an aggregate principal amount equal to the sum requested for disbursement pursuant to this
Request (the "Loans for Reimbursement").
(b) The City will use such bond proceeds advanced pursuant to this Request to
reimburse itself for the Loans for Reimbursement.
(c) The Loans for Reimbursement have not been the subject of any other Request
for Disbursement of Bond Proceeds.
(d) Attached hereto as Exhibit B-1 is a list of the following information with respect to
each Loan for Reimbursement: (i) name of property owner, (ii) date of such property owner's
Contractual Assessment Agreement, and (iii) the original principal amount funded.
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
such term in the Resolution of Issuance (as defined in the Series 2009A Bonds).
Sincerely,
CITY OF PALM DESERT
By:
Print Name:
Title:
B-1
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
ATTACHMENT B-1
TO BOND PROCEEDS DISBURSEMENT REQUEST
No. Name of Property Owner(s)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
[additional rows to be added as necessary]
Date of Contractual
Assessment Agreement
Original
Principal
Amount Funded
B-1-1
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
B-1-2
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION; AUTHORIZATION AND
PURPOSE OF BONDS; EQUAL SECURITY 2
Section 1.1. Definitions 2
Section 1.2. Rules of Construction 5
Section 1.3. Authorization and Purpose of Bonds 5
Section 1.4. Equal Security 5
SECTION 2. THE BONDS 6
Section 2.1. Equality of Bonds, Pledge 6
Section 2.2. Collection of Assessments 6
Section 2.3. Issuance of Bonds to Represent Unpaid Assessments; Procedure for
Disbursement; Authorization to Complete Debt Service Schedules 6
Section 2.4. Medium and Payment 7
Section 2.5. Form of Bonds and Certificate of Authentication and Registration 7
Section 2.6. Execution and Authentication 7
Section 2.7. Registration of Exchange or Transfer 8
Section 2.8. Mutilated, Lost, Destroyed or Stolen Bonds 8
Section 2.9. Registration Books 9
Section 2.10. Validity of the Bonds 9
Section 2.11. Refunding of Bonds 9
Section 2.12. No Acceleration 9
SECTION 3. REDEMPTION OF BONDS 9
Section 3.1. Mandatory Redemption 9
Section 3.2. Optional Redemption 9
Section 3.3. Selection of Bonds for Redemption 10
i
W:\Agenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 3.4. Notice of Redemption 10
Section 3.5. Partial Redemption of Bonds 10
Section 3.6. Effect of Notice and Availability of Redemption Price 10
SECTION 4. FUNDS AND ACCOUNTS 11
Section 4.1. Disposition of Bond Proceeds 11
Section 4.2. Establishment of Bonds Redemption Fund and Accounts 11
Section 4.3. Redemption Fund 11
Section 4.4. Prepayment of Assessments 12
Section 4.5. Application of Prepaid Assessments 12
Section 4.6. Certain Procedures Upon Redemption 13
Section 4.7. Redemption Fund Surplus 13
Section 4.8. Investments 13
SECTION 5. COVENANTS 14
Section 5.1 Punctual Payment 14
Section 5.2. Limited Obligation; No Required Advances From Available Surplus
Funds 14
Section 5.3. General 14
Section 5.4. Protection of Security and Rights of Owners 14
Section 5.5. Against Encumbrances 14
Section 5.6. Collection of Assessments 14
Section 5.7. Accounting Records and Statements 14
Section 5.8. Further Assurances 15
SECTION 6. DEFEASANCE 15
Section 6.1. Defeasance 15
SECTION 7. SUPPLEMENTAL RESOLUTIONS 15
ii
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx
RESOLUTION NO. 09-3
Section 7.1. Supplemental Resolutions Without Owner Consent 15
Section 7.2. Supplemental Resolutions with Owner Consent 16
Section 7.3. Notice of Supplemental Resolution to Owners 16
SECTION 8. DEFAULT 17
Section 8.1. Events of Default 17
Section 8.2. Remedies Not Exclusive; Non -waiver 17
Section 8.3. Limited Liability of the City to the Owners 17
Section 8.4. Action by Owners Upon Default 17
SECTION 9. MISCELLANEOUS 18
Section 9.1. Partial Invalidity 18
Section 9.2. General Authorization 18
Section 9.3. Personal Liability 18
Section 9.4. Payment of Business Day 18
Section 9.5. Employment of Agents by the City 18
Section 9.6. Disqualified Bonds 19
Section 9.7. Sale of Bonds to Purchaser; Transfer of Bonds; Purchase Agreement;
Restrictions 19
Section 9.8. Waivers 21
Section 9.9. Effective Date 21
EXHIBIT A — FORM OF BOND A-1
EXHIBIT B — BOND PROCEEDS DISBURSEMENT REQUEST B-1
iii
W:Wgenda Items\2009-01-22\Resolution - Energy Independence Program\RES-AB 811 Bond Resolution - City 012209.Docx