HomeMy WebLinkAboutCC RES 2010-04RESOLUTION NO. 2010-4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM
DESERT PROVIDING FOR THE ISSUANCE AND SALE OF ITS
ENERGY INDEPENDENCE PROGRAM LIMITED OBLIGATION
IMPROVEMENT BONDS (TAXABLE), IN ONE OR MORE SERIES AND
IN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED FIVE
MILLION DOLLARS ($5,000,000), APPROVING AS TO FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE
BOND PURCHASE AGREEMENTS 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 ("Resolution 08-75") 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 Resolution 08-75 pursuant to the
provisions of the Act or, as Resolution 08-75 has heretofore been amended by
Resolution No. 08-89 (adopted on August 28, 2008) and Resolution No. 09-2 (adopted
on January 22, 2009) (Resolution 08-75, as so amended is referred to herein as the
"Resolution of Intention"), 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. In accordance with Resolution No. 08-89, 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 (each, a "Loan").
E. Pursuant to the EIP, the City entered into certain contractual
assessment agreements with property owners whereby the City extended Loans to
certain property owners to finance Improvements to the owners' properties.
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RESOLUTION NO. 2010-4
F. Pursuant to such contractual assessment agreements, the property
owners who are parties to such agreements 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.
G. To additionally fund the EIP, on January 29, 2009 the City issued
on a private placement basis to the Palm Desert Redevelopment Agency (the "Agency")
its not -to -exceed $2,500,000 initial principal amount Energy Independence Program
Limited Obligation Improvement Bond, Series 2009A (Taxable) (the "2009A Bond"), in
the form of a draw -down bond up to the actual aggregate principal amount of
assessments securing such 2009A Bond, and such actual principal amount of such
assessments and such since been determined to be $2,015,000.
H. Also to additionally fund the EIP, on September 22, 2009 the City
issued on a private placement basis to the Agency its $1,136,000 initial principal
amount Energy Independence Program Limited Obligation Improvement Bond, Series
2009B (Taxable) (the "2009B Bond").
Pursuant to the EIP, the City has entered into certain additional
contractual assessment agreements, to be identified on Exhibit B of the respective bond
purchase agreement or agreements (each individually, and collectively, as the context
may require, the "Purchase Agreement") authorized and executed pursuant to Section
9.7(d) hereof (each, a "Contractual Assessment Agreement") with certain property
owners whereby the City has extended Loans to such property owners to finance
Improvements to the owners' properties.
J. 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").
K. The City Council desires to issue one or more additional series of
City of Palm Desert, Energy Independence Program, Limited Obligation Improvement
Bonds (Taxable) (as determined in accordance with Sections 2.3 and 9.7(d) of this
Resolution) (the "Bonds") in aggregate initial principal amount not to exceed five million
dollars ($5,000,000) under and pursuant to the Municipal Code to provide additional
funds to the Energy Independence Fund for the purpose of making additional
contractual assessment agreements and Loans to additional property owners pursuant
to the EIP.
L. 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, the Purchase
Agreement, the form of which is on file with the City Clerk.
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RESOLUTION NO. 2010-4
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.
"Agency" means the Palm Desert Redevelopment Agency.
"Assessment Installments" means, with respect to a Series of Bonds, 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 applicable Contractual
Assessment Agreements with respect to such Series of Bonds. The term "Assessment
Installments" does not include (i) the prepayment premium paid after the fifth (5th)
anniversary of the applicable Bond Date by property owners pursuant to Section 1(f) of
the applicable Contractual Assessment Agreements or (ii) the "Annual Administrative
Assessment" paid by property owners pursuant to Section 1(d) of the applicable
Contractual Assessment Agreements.
"Assessment Revenues" means, with respect to a Series of Bonds, the
revenues received by the City in each Fiscal Year from the collection of the applicable
annual Assessment Installments with respect to such Series of Bonds, 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, with respect to a Series of Bonds, 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 applicable Contractual Assessment
Agreements with respect to such Series of Bonds.
"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.
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"Bond Date" means, with respect to a Series of Bonds, the dated date of
such Series of Bonds, which shall be the Closing Date with respect to such Series of
Bonds.
"Bonds" means the limited obligation improvement bonds authorized in
one or more series 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, with respect to a Series of Bonds, the respective
date of delivery of such Series of Bonds to or upon the order of the Purchaser.
"Contractual Assessment Agreements" means, with respect to a Series of
Bonds, the agreements by and between the City and the property owners identified in
Exhibit B of the applicable Purchase Agreement with respect to such Series of Bonds,
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, with respect to a Series of Bonds, the
debt service schedule set forth in Exhibit A of the applicable Purchase Agreement with
respect to such Series of Bonds, authorized and executed pursuant to Section 9.7(d)
hereof.
"Energy Independence Fund" means the fund by that name described in
Recital D 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.
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RESOLUTION NO. 2010-4
"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 with respect to a Series of Bonds on the March 2 or September 2 first
occurring at least 3 months after the Closing Date for such Series of Bonds (and as set
forth in the applicable Debt Service Schedule, 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
of a Series, means (subject to the provisions of Section 9.6) all Bonds of such Series
theretofore executed, issued and delivered by the City under this Resolution except
(i) Bonds of such Series theretofore cancelled by the City Treasurer or surrendered to
the City Treasurer for cancellation, (ii) Bonds of such Series paid and discharged
pursuant to the terms of Section 6, and (iii) Bonds of such Series in lieu of or in
substitution for which other Bonds of such Series 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.
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"Principal Payment Date" means September 2 of each year, commencing
with respect to any Series of Bonds on the first September 2 for which a principal
payment is required (including sinking fund payments pursuant to Section 3.1(b)), as
shown on the respective Debt Service Schedule for such Series of Bonds.
"Purchase Agreement" means a bond purchase agreement with respect to
a Series of Bonds or all bond purchase agreements authorized under this Resolution,
as the context may require. authorized and executed pursuant to Section 9.7(d) hereof.
"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.
"Redemption Account" means, with respect to a Series of Bonds, the
applicable account established within the Redemption Fund pursuant to Section 4.2
hereof correlating to such Series of Bonds.
"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.
"Series" means each series of Bonds issued and designated pursuant to
and in accordance with Section 2.3 and Section 9.7(d) hereof.
"State" means the State of California.
"Supplemental Resolution'. means any resolution adopted by the City
Council amendatory of or supplemental to this Resolution.
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RESOLUTION NO. 2010-4
"2009A Bonds" means the City's not -to -exceed $2,500,000 initial principal
amount Energy Independence Program Limited Obligation Improvement Bonds, Series
2009A (Taxable), issued on January 29, 2009 in the form of a draw -down bond up to
the actual aggregate principal amount of assessments securing such 2009A Bond,
which actual principal amount of such assessments has since been determined to be
$2,015,000.
"2009B Bonds" means the City's $1,136,000 initial principal amount
Energy Independence Program Limited Obligation Improvement Bonds, Series 2009B
(Taxable), issued on September 22, 2009.
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 of a Series by the Owners thereof, this Resolution shall be deemed to be and
shall constitute a contract between the City and the Owners of such Series of 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 such Series of Bonds without preference, priority or distinction as to security
or otherwise of any of the Bonds of a Series over any of the others within a Series 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.
SECTION 2. THE BONDS.
Section 2.1. Equality of Bonds; Pledge.
(a) With respect to each Series of Bonds issued hereunder, the City
hereby pledges, in trust for the protection and security of the Owners, all of its right, title
and interest in the applicable Assessment Revenues with respect to such Series of
Bonds, and in the applicable Redemption Account within the Redemption Fund with
respect to such Series of Bonds and all other subaccounts therein that are created
hereunder for the payment of principal of (including sinking fund payments pursuant to
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Section 3.1(b)), premium (if any), and interest on such Series of Bonds. Pursuant to the
Municipal Code and this Resolution, the Bonds of each Series shall be and are equally
secured by a pledge of and lien upon the applicable Assessment Revenues with respect
to such Series of Bonds, and the amounts on deposit in the applicable Redemption
Account within the Redemption Fund with respect to such Series of Bonds and all other
subaccounts therein.
(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 (including sinking fund payments pursuant to Section 3.1(b)), 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 applicable Assessment Revenues with
respect to such Series of Bonds 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;
Authorization to Complete Debt Service Schedule. The issuance of the Bonds, in an
aggregate principal amount not to exceed $5,000,000, 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.
(a) The Bonds may be issued in one or more Series, with the exact
principal amount of each Series of Bonds to be determined by official signing the
Purchase Agreement in accordance with Section 9.7(d) below.
(b) The Bonds shall be designated as "City of Palm Desert, Energy
Independence Program, Limited Obligation Improvement Bonds, Series 2010
(Taxable);" provided, that with respect to each Series of Bonds, the series designation
(e.g. "Series 2010_") shall be completed with a letter designated alphabetically by date
of issuance. (e.g., the first Series of Bonds issued under this resolution shall bear the
series designation "Series 2010A." the second Series shall bear the series designation
"Series 2010B." etc.).
(c) 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 of
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RESOLUTION NO. 2010-4
each Series shall initially be issued in the form of a single bond subject to mandatory
sinking fund payments in accordance with Section 3.1(b) hereof, shall be dated the
applicable Closing Date, shall mature on the date specified on the Bond, and shall be
payable on September 2 in the years and in the principal amounts specified in the
applicable Debt Service Schedule. Each Series of Bonds shall bear interest at a rate of
3.00% per annum.
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 (including sinking fund payments pursuant to Section 3.1(b))
each Series of Bonds shall be payable on each Principal Payment Date in accordance
with the applicable Debt Service Schedule. Interest on each Series of Bonds shall be
payable on each Interest Payment Date in accordance with the applicable Debt Service
Schedule. Interest on the Bonds shall be payable from the Interest Payment Date next
preceding the date of authentication of the Bonds, 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 ((ii) 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
Bond Date; 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 (including sinking fund payments pursuant to Section 3.1(b))
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
any Bond on its respective 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 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
Registration. 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.
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RESOLUTION NO. 2010-4
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 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
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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 loss, 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.
Section 2.9. Registration 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. Refunding 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.
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RESOLUTION NO. 2010-4
SECTION 3. REDEMPTION OF BONDS.
Section 3.1. Mandatory Redemption.
(a) Mandatory Redemption from Prepayments of Assessments. The
Bonds of each Series shall be redeemed prior to maturity, in whole or in part on any
date by lot within a Series from monies on deposit and available for such purpose in the
Assessment Prepayment Subaccount of the Redemption Account within the
Redemption Fund relating to such Series of Bonds after making the disbursements
required in Section 4.5(a) through (d) with respect to such Series of Bonds, 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
applicable Series of Bonds together with accrued interest to the date of redemption;
provided, so long as the Purchaser is the sole Owner of the applicable Series of 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 applicable Series of Bonds, the
redemption price shall be equal to 100 percent of the principal amount of the Bonds to
be redeemed.
(b) Mandatory Redemption From Sinking Fund Payments. The Bonds
of each Series shall be called before maturity and redeemed, from the sinking fund
payments that have been deposited into the Redemption Account within the
Redemption Fund relating to such Series of Bonds, on September 2 of each year as
shown on and in accordance with the schedule of sinking fund payments set forth in the
applicable Purchase Agreement for such Series of Bonds authorized and executed
pursuant to Section 9.7(d) hereof. The Bonds so called for redemption shall be selected
by the City Treasurer by lot within a Series and shall be redeemed at a redemption price
for each redeemed Bond equal to the principal amount thereof, plus accrued interest to
the redemption date, without premium.
Section 3.2. Optional Redemption. The Bonds of each Series may be
redeemed prior to maturity, in whole or in part on any Interest Payment Date by lot
within a Series from monies on deposit and available for such purpose in the
Redemption Account within the Redemption Fund relating to such Series of Bonds 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 applicable Series of
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 3.2, 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 applicable Series of Bonds, the redemption price shall be equal to 100 percent of
the principal amount of the Bonds to be redeemed.
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RESOLUTION NO. 2010-4
Section 3.3. Selection of Bonds for Redemption. If less than all of the
Outstanding Bonds of any Series are to be redeemed pursuant to Section 3.1 or Section
3.2, the City Treasurer shall select the Bonds of such Series to be redeemed 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 be redeemed, 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 provided in this Resolution, anything in this Resolution or in the Bonds
to the contrary notwithstanding;
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RESOLUTION NO. 2010-4
(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 each Series of Bonds issued hereunder shall be
deposited in the Energy Independence Fund to making additional contractual
assessment agreements and Loans to additional property owners pursuant to the EIP.
Section 4.2. Establishment of Bonds Redemption Fund, Series
Redemption Accounts, and Subaccounts. 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 an
account designated with respect to each Series of Bonds issued under this Resolution
(each, a "Redemption Account"), and within each such Redemption Account, there shall
be an Assessment Installment Subaccount and an Assessment Prepayment
Subaccount, such special fund, accounts, and subaccounts to be maintained by the City
Treasurer.
Section 4.3. Redemption Fund. The City hereby agrees to establish and
maintain the Redemption Fund and each Redemption Account established therein with
respect to each Series of Bonds until all payments of principal of (including sinking fund
payments pursuant to Section 3.1(b)) and premium (if any) and interest on the Bonds of
the applicable Series have been made and all of the Bonds of the applicable Series
have been paid or redeemed. All sums received by the City from the collection of
Assessment Revenues relating to a Series of Bonds shall be deposited and held in the
Assessment Installment Subaccount of the applicable Redemption 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 (including sinking fund
payments pursuant to Section 3.1(b)), respectively, due and payable with respect to
each Series of Bonds from monies in the Assessment Installment Subaccount of the
applicable Redemption Account of the Redemption Fund. If, on any Interest Payment
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RESOLUTION NO. 2010-4
Date or Principal Payment Date, there will be insufficient funds in the applicable
Assessment Installment Subaccount to make the payments provided for in the
preceding sentence, available monies shall be applied first to the payment of interest on
such Series of Bonds, and then to the payment of principal due on such Series of Bonds
(including sinking fund payments pursuant to Section 3.1(b)) and then to the payment of
principal due on the Bonds of such Series called for redemption pursuant to Section 3
(other than Section 3.1(b)) hereof.
On each September 2, all monies in the applicable Assessment
Installment Subaccount in excess of the amount necessary to make the payments of
principal of (including sinking fund payments pursuant to Section 3.1(b)) and interest on
the related Series of Bonds then due or overdue and payable on such date (assuming
all Owners entitled to payment on or 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 such Assessment
Installment Subaccount; or
(b) The moneys shall be transferred to the Assessment
Prepayment Subacccount of the Redemption Account relating to such Series of Bonds
within 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 relating to a Series of Bonds pursuant to the Section 4.4 shall be
deposited by the City Treasurer in the applicable Assessment Prepayment Subaccount
for application pursuant to Section 4.5. Amounts in an Assessment Prepayment
Subaccount relating to a Series of Bonds shall be used to pay the principal of and
redemption premium (if any) on Bonds of such Series 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 of a Series for redemption pursuant to this
Resolution and the Municipal Code whenever and to the extent monies are on deposit
in the applicable Assessment Prepayment Subaccount, after making the disbursements
required in Section 4.5(a) through (d) with respect to such Series of Bonds, 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 related Assessment
Prepayment Subaccount. 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 Subaccount relating to the applicable Series of Bonds.
Any amounts remaining in a Redemption Account of the Redemption Fund
or the subaccounts thereof after payment of all of the Bonds of the corresponding
Series and the interest thereon shall be applied in accordance with Section 4.7.
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RESOLUTION NO. 2010-4
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 relating to a Series of Bonds, the City Treasurer shall
deposit it in the Assessment Prepayment Subaccount of the applicable Redemption
Account relating to such Series within the Redemption Fund. All prepayments of
Assessments relating to a single Series of Bonds may be commingled in a single
subaccount. From the applicable Redemption 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 Subaccount corresponding to the applicable
Series of Bonds.
(c) The installment of principal due in the Fiscal Year of
prepayment shall be transferred to the Assessment Installment Subaccount
corresponding to the applicable Series of Bonds.
(d) Interest accrued to the Redemption Date shall be transferred
to the Assessment Installment Subaccount corresponding to the applicable Series of
Bonds.
(e) The balance in such Assessment Prepayment Subaccount
shall be used to advance the maturity of Bonds of the applicable Series to the next call
date as provided in Chapter 8 of the Municipal Code and Section 3.1(a) of this
Resolution. The amount of Bonds of a Series to be retired shall be the maximum for
which principal and redemption premium (if any) may be paid in full from the applicable
Assessment Prepayment Subaccount. Accrued interest on Bonds of a Series to be
retired shall be paid from the applicable Assessment Installment Subaccount.
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.
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RESOLUTION NO. 2010-4
Section 4.7. Redemption Account Surplus. If there is a surplus remaining
in a Redemption Account of the Redemption Fund relating to a Series of Bonds or any
of the subaccounts therein after payment of all Bonds of such Series 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, accounts, or
subaccounts 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, account, or subaccount shall be deemed to be part of such fund,
account, or subaccount.
All interest or gain derived from the investment of amounts in any of the
funds, accounts, or subaccounts shall be deposited in the fund, account, or subaccount
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, account or
subaccount established hereunder, the value of investments credited to such fund,
account, or subaccount shall be calculated at the cost thereof, excluding accrued
interest and brokerage commissions, if any.
(c) Moneys in a Redemption Account of the Redemption Fund relating
to a Series of Bonds shall be invested only in obligations which will by their terms
mature on such dates as to ensure the timely payment of principal (including sinking
fund payments pursuant to Section 3.1(b)) and interest on the Bonds of such Series 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, accounts and
subaccounts or from such funds, accounts, and subaccounts. For the purpose of
determining at any given time the balance in any fund, account, or subaccount, any
such investments constituting a part of such fund, account, and subaccount shall be
valued at their amortized cost.
SECTION 5. COVENANTS.
So long as any of the Bonds of a Series 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 relating to
such Series of Bonds.
Section 5.1 Punctual Payment. The City will punctually pay or cause to
be paid the principal of (including sinking fund payments pursuant to Section 3.1(b)),
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RESOLUTION NO. 2010-4
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 of each Series issued under this Resolution are limited
obligation improvement bonds and are payable solely from and secured solely by
applicable Assessment Revenues with respect to each such Series of Bonds and the
amounts in applicable Redemption Account within the Redemption Fund with respect to
each such Series of Bonds and any other funds, accounts, and subaccounts created
hereunder with respect to each such Series of Bonds. 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, any Redemption Account, or any subaccount therein.
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
respective date of execution and delivery of each Series of 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 Series of Bonds
do exist, have happened and have been performed and the execution and delivery of
the Bonds of such Series 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 each Series of Bonds issued under this
Resolution by the City, the Bonds of such Series 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 relating to a Series
of Bonds or other amounts pledged to each such Series of Bonds issued under this
Resolution superior to or on a parity with the pledge and lien herein created for the
benefit of such Series of 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 by any Owner or such Owner's agent duly
authorized in writing at reasonable hours and under reasonable conditions.
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RESOLUTION NO. 2010-4
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 of a Series 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 of such Series 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 of such Series Outstanding as and when the same shall become due and
payable or, in the event of redemption thereof, before their respective 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 applicable Series of
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 of such Series Outstanding as and when the
same shall become due and payable;
then, at the election of the City, and notwithstanding that any Bonds of
such Series shall not have been surrendered for payment, all obligations of the City
under this Resolution with respect to all Outstanding Bonds of such Series 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 applicable Series of 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:
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RESOLUTION NO. 2010-4
(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 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 a
Series of 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 of a Series over any other Bond or Bonds of
such Series, or (d) a reduction in the percentage of Bonds of a Series the Owners of
which are required to consent to such supplemental resolution, without the consent of
the Owners of all Bonds of such Series 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
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RESOLUTION NO. 2010-4
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 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" with respect to a Series of Bonds:
(a) Default in the due and punctual payment of interest on any Bond of
such Series, 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 of such Series, 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) as it pertains to such Series of Bonds 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
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RESOLUTION NO. 2010-4
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 aggregate principal amount of a Series 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 each Series of Bonds as provided by this Resolution and all matters
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RESOLUTION NO. 2010-4
incidental thereto, including, without limitation, to execute such agreements, certificates,
receipts, opinions and other documents, and to deliver at the closing and delivery of
each Series of 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 Agents by the Citv. 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 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 any
Bonds of a Series in accordance with Section 9.7 hereof, in determining whether the
Owners of the requisite aggregate principal amount of such Series 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 each Series of
Bonds issued under this Resolution, 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 any Series of Bonds issued under this
Resolution. The City has not made, and at this time does not intend to make, any
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RESOLUTION NO. 2010-4
continuing disclosure filings with state or national information repositories with respect
to the any Series of Bonds issued under this Resolution.
(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
any Series of 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 Series of
Bonds subject to the transfer are limited obligations of the City
secured by and payable solely from applicable 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
applicable 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 the City has not prepared any
offering document with respect to the Series of Bonds subject to the
transfer. The transferee, as a sophisticated investor, has made its
own credit inquiry and analyses with respect to the Series of Bonds
subject to the transfer. 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 Series of Bonds subject to
the transfer. The transferee's decision to invest in the such Series
of 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 Series of Bonds subject to the transfer,
and (B) the Series of Bonds subject to the transfer are a lawful
investment for the transferee under all applicable laws.
(v) The transferee understands that (A) the Series of Bonds subject to
the transfer have not been registered with any federal or state
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RESOLUTION NO. 2010-4
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 Series of Bonds subject to the
transfer for its own account, and at the time of its purchase of the
Bonds of such Series, does not intend to distribute, resell or
otherwise dispose of such Bonds.
(vii) The transferee agrees that, in the event that the transferee decides
to sell or otherwise transfer any of 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 with respect to each Series of Bonds, in the form on
file in the office of the City Clerk, and the sale of each Series of Bonds pursuant thereto
upon the terms and conditions set forth in the applicable final Purchase Agreement with
respect to each Series of Bonds 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 one or more Purchase Agreements (a
Purchase Agreement corresponding with each Series of Bonds) 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 (i) the
particular Contractual Assessment Agreements to be included in Exhibit B of each
Purchase Agreement, from which the Assessment Revenues subject to the pledge in
Section 2.1 of this Resolution will be derived, provided that any such agreement
included in Exhibit B of any Purchase Agreement authorized hereunder with respect to
a Series of Bonds shall not be related to the pledge of any assessment revenues
securing (A) the 2009A Bonds, (B) the 2009B Bonds, or (C) any other Series of Bonds
issued hereunder: and (ii) the initial principal amount of each Series of Bonds, provided
that the aggregate initial principal amount of all Series of Bonds issued hereunder shall
not exceed $5,000,000.
(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 Series, tenor, maturity or maturities and aggregate principal
amount. The City Treasurer shall not be required to transfer, pursuant to this
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RESOLUTION NO. 2010-4
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.
Section 9.8. Waivers. So long as the Purchaser is the sole Owner of any
Series of Bonds, the Purchaser may waive any provisions of this Resolution with
respect to such Series of Bonds, 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 by the City Council of the City of Palm
Desert, California, this 14th day of January 2010, by the following vote to wit:
AYES: BENSON, FERGUSON, KELLY, SPIEGEL, and FINERTY
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ATTEST:
Imo-
_
R & H LE D. KLASSEN, CITY CLE
CITY OF PALM DESERT, CALIFORN
CIN Y FINER ,JMVOR
4
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RESOLUTION NO. 2010-4
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.
United States of America
State of California
County of Riverside
REGISTERED REGISTERED
NUMBER 1 $
CITY OF PALM DESERT
ENERGY INDEPENDENCE
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 2010_ (TAXABLE)
BOND DATE: , 2010 MATURITY DATE: September 2,
[2030]
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 of
three percent (3.00%) per annum, in lawful money of the United States of America, and
in accordance with Resolution No. 10-_ of the City Council of the City (the "Resolution
of Issuance"), adopted on January 14, 2010; provided that the final installment of
A- I
RESOLUTION NO. 2010-4
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 ("Maturity Date").
The principal of this Bond shall be payable on each Principal Payment
Date in accordance with the Debt Service Schedule (as defined in the Resolution of
Issuance). Interest on this Bond shall be payable on each Interest Payment Date in
accordance with the Debt Service Schedule. Interest shall be payable semiannually on
March 2 and September 2 (each an "Interest Payment Date") in each year commencing
on 2, 20. 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 15, 20 in which
event it shall bear interest from the Bond Date stated above, 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 this 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 this Bond on the Maturity
Date and the payment of the principal of this 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 principal amount has been paid;
provided, however, that if at the 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 principal amount of $ 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 Series 2010_ Redemption Account of the Redemption Fund and by the
Assessment Revenues (as defined in the Resolution of Issuance), and, including
principal and interest, is payable exclusively out of the Series 2010 Redemption
Account 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
RESOLUTION NO. 2010-4
funds from the City treasury to cure any deficiency which may occur in the Series
2010_ Redemption Account of 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 also subject to mandatory redemption from sinking fund
payments on September 2, 20 on each September 2 thereafter prior to maturity, in
accordance with the schedule of sinking fund payments as provided in the Resolution of
Issuance at a redemption price equal to the principal amount thereof, plus accrued
interest to the redemption date, without premium.
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
RESOLUTION NO. 2010-4
[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 , 2010.
CITY OF PALM DESERT, CALIFORNIA
City Clerk City Manager
[seal]
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Resolution of
Issuance which has been authenticated and registered on , 2010.
City Treasurer
RESOLUTION NO. 2010-4
[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:
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.
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.
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION; AUTHORIZATION AND
PURPOSE OF BONDS; EQUAL SECURITY 3
Section 1.1. Definitions 3
Section 1.2. Rules of Construction 7
Section 1.3. Authorization and Purpose of Bonds 7
Section 1.4. Equal Security 7
SECTION 2. THE BONDS 7
Section 2.1. Equality of Bonds, Pledge 7
Section 2.2. Collection of Assessments 8
Section 2.3. Issuance of Bonds to Represent Unpaid Assessments; Procedure for
Disbursement; Authorization to Complete Debt Service Schedules 8
Section 2.4. Medium and Payment 9
Section 2.5. Form of Bonds and Certificate of Authentication and Registration 9
Section 2.6. Execution and Authentication 10
Section 2.7. Registration of Exchange or Transfer 10
Section 2.8. Mutilated, Lost, Destroyed or Stolen Bonds 10
Section 2.9. Registration Books 11
Section 2.10. Validity of the Bonds 11
Section 2.11. Refunding of Bonds 11
Section 2.12. No Acceleration 11
SECTION 3. REDEMPTION OF BONDS 12
Section 3.1. Mandatory Redemption 12
Section 3.2. Optional Redemption 12
Section 3.3. Selection of Bonds for Redemption 13
Section 3.4. Notice of Redemption 13
Section 3.5. Partial Redemption of Bonds 13
Section 3.6. Effect of Notice and Availability of Redemption Price 13
SECTION 4. FUNDS AND ACCOUNTS 14
Section 4.1. Disposition of Bond Proceeds 14
Section 4.2. Establishment of Bonds Redemption Fund, Series Redemption
Accounts, and Subccounts 14
Section 4.3. Redemption Fund 14
Section 4.4. Prepayment of Assessments 16
Section 4.5. Application of Prepaid Assessments 16
Section 4.6. Certain Procedures Upon Redemption 16
Section 4.7. Redemption Account Surplus 17
Section 4.8. Investments 17
SECTION 5. COVENANTS 17
Section 5.1 Punctual Payment 17
Section 5.2. Limited Obligation; No Required Advances From Available Surplus
Funds 18
Section 5.3. General 18
Section 5.4. Protection of Security and Rights of Owners 18
Section 5.5. Against Encumbrances 18
Section 5.6. Collection of Assessments 18
Section 5.7. Accounting Records and Statements 18
Section 5.8. Further Assurances 19
SECTION 6. DEFEASANCE 19
Section 6.1. Defeasance 19
SECTION 7. SUPPLEMENTAL RESOLUTIONS 19
Section 7.1. Supplemental Resolutions Without Owner Consent 19
Section 7.2. Supplemental Resolutions with Owner Consent 20
Section 7.3. Notice of Supplemental Resolution to Owners 20
SECTION 8. DEFAULT 21
Section 8.1. Events of Default 21
Section 8.2. Remedies Not Exclusive; Non -waiver 21
Section 8.3. Limited Liability of the City to the Owners 22
Section 8.4. Action by Owners Upon Default 22
SECTION 9. MISCELLANEOUS 22
Section 9.1. Partial Invalidity 22
Section 9.2. General Authorization 22
Section 9.3. Personal Liability 23
Section 9.4. Payment of Business Day 23
Section 9.5. Employment of Agents by the City 23
Section 9.6. Disqualified Bonds 23
Section 9.7. Sale of Bonds to Purchaser; Transfer of Bonds; Purchase Agreement;
Restrictions 23
Section 9.8. Waivers 26
Section 9.9. Effective Date 26
EXHIBIT A — FORM OF BOND A-1