HomeMy WebLinkAboutRES-97-5882 (BONDS/PIER AVE ASSESSMENT DIST/SERIES 1997 ISSUE)1
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RESOLUTION NO. 97-5982
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HERMOSA BEACH,
CALIFORNIA, PROVIDING FOR THE ISSUANCE OF $400,000 PRINCIPAL AMOUNT
OF LOWER PIER AVENUE ASSESSMENT DISTRICT, LIMITED OBLIGATION
IMPROVEMENT BONDS, SERIES 1997
RECITALS:
A. The City Council of the City of Hermosa Beach, California (the "City Council") by 1
its Resolution No. 96-5811, as amended, (the "Resolution of Intention") declared its intention to
form the Lower Pier Avenue Assessment District (the "Assessment District") pursuant to the
provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code
Section 10000, et seq.) (the "1913 Act") and ordered the City's Director of Public Works to
prepare and file a report with the City Council and provided that serial bonds or term bonds, or
both, would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915
(California Streets and Highways Code Section 8500, et seq.) (the "Bond Act").
B. The City Council by its Resolution Nos. 96-5817 and 96-5825 preliminarily
approved the Engineer's Report, as modified (the "Engineer's Report")
C. Following notice duly given in accordance with law, the City Council held a public
meeting and a public hearing regarding the Resolution of Intention and the Engineer's Report.
D. Following the public hearing, pursuant to its Resolution No. 96-5836, the City
Council confirmed the assessments for the Assessment District and ordered the proposed
improvements set forth in the Engineer's Report to be made (the "Project")
E. Notice to property owners of the recordation of the assessment and of the 30-day
period within which assessments were to be paid in cash has been duly given and the 30-day cash
collection period has expired.
F. The City Council desires to issue City of Hermosa Beach, Lower Pier Avenue
Assessment District, Limited Obligation Improvement Bonds, Series 1997 (the "Bonds") under and
pursuant to the Bond Act to represent those assessments which remain unpaid. The official who
has been designated as the collection officer for cash payments of such assessments has filed with
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the City Clerk a list of all assessments which remain unpaid.
G. LaSalle National Bank has offered to purchase the Bonds from the City.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF HERMOSA
BEACH, CALIFORNIA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS
AS FOLLOWS:
SECTION 1. DEFINITIONS: RULES OF CONSTRUCTION: AUTHORIZATION
AND PURPOSE OF BONDS: EOUAL SECURITY.
Section 1.1. Definitions. The following terms shall, for all purposes of this Resolution I
I and of any Supplemental Resolution and of the Bonds, and of any certificate, opinion or other
document herein mentioned, have the following meanings:
"Assessment" means the assessment levied by the City pursuant to the Bond Act under the
proceedings taken pursuant to the Resolution of Intention, constituting a first lien and charge upon
the real property within the Assessment District.
"Assessment District" means the Lower Pier Avenue Assessment District in the City.
"Assessment Installments" means the installments of principal, interest and premium, if any,
to be paid on the unpaid Assessment by the owners of real property within the Assessment District.
funds.
"Authorized Investments" means any obligation in which the City may lawfully invest its
"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 Act" means the Improvement Bond Act of 1915, being Division 10 of the California
Streets and Highways Code, commencing with Section 8500.
'Bond Counsel' means the law firm of Richards, Watson & Gershon, A Professional
Corporation, Los Angeles, California, or another firm of attorneys of favorable national reputation
in the field of municipal bond law.
"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
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Outstanding pursuant to the provisions of this Resolution and as designated pursuant to Section 2.3
I hereof.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which
I banking institutions in the State or the Federal Reserve System are authorized or obligated by law I
or executive order to be closed.
"City" means the City of Hermosa Beach, California.
"City Council" means the City Council 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
I Purchaser.
"Code" means the Internal Revenue Code of 1986, as amended.
"County" means the County of Los Angeles, California.
"Federal Securities" means those securities described in Sections 1360 and 1360.1 of the
I 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
I 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.
"Fiscal Year" means any twelve-month period extending from July 1 st 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.
"Improvement Fund" means the fund by that name created and established pursuant to
Section 4.1 hereof.
"Independent Public Accountant" means any certified public accountant or firm of certified
public accountants appointed and paid by the City, who, or each of whom (i) is in fact independent
and not under domination of the City; (ii) does not have any substantial interest, direct or indirect,
in the City; and (iii) is not connected with the City as an officer or employee of the City but who
may be regularly retained to make annual or other audits of the books of, or reports to, the City.
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"Interest Payment Date" means March 2 and September 2 in each year, beginning March 2,
1999 and continuing thereafter so long as any Bonds remain Outstanding.
"Maturity Date" means the date specified in any Bond on which the principal of such Bond
becomes due and payable.
111913 Act" means the Municipal Improvement Act of 1913, being Division 12 of the
California Streets and Highways Code, commencing with Section 10000.
"Outstanding", when used as of any particular time with reference to Bonds, means (subject
to the provisions of Section 9.7) all Bonds theretofore executed, issued and delivered by the City
under this Resolution except (i) Bonds theretofore canceled by the City Treasurer or surrendered to
the City Treasurer for cancellation; (ii) Bonds paid within the meaning 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 September 2, 1999.
"Project" means the works and improvements described in the Engineer's Report for the
Assessment District, approved by the City Council by its Resolution No. 96-5836 and to be
financed in part with the proceeds of the Bonds.
"Purchaser" means LaSalle National Bank.
"Record Date" means, with respect to any Interest Payment Date, the fifteenth day of the
calendar month immediately preceding the month in which such Interest Payment Date occurs,
whether or not such day is a Business Day.
"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 4.1 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.
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"Resolution" means this Resolution and includes subsequent amendments hereof and any
Supplemental Resolution.
"Resolution of Intention" means Resolution No. 96-5811, as amended, of the City Council
referred to in the recitals hereof.
"State" means the State of California.
"Supplemental Resolution" means any resolution adopted by the City Council amendatory
of or supplemental to this Resolution.
"Tax Certificate" means the Tax Certificate dated the Closing Date relating to the
requirements of certain provisions of the Code, as each such certificate may from time to time be
modified or supplemented in accordance with the terms thereof.
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 I
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 Bond Act and this Resolution to represent unpaid Assessments in
accordance with the List of Unpaid Assessments attached hereto as Exhibit A for the purpose of
financing the Project.
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
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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.
SECTION 2. THE BONDS.
Section 2.1. Equality of Bonds. Pledge of Assessment Installments. The City hereby
pledges, in trust for the protection and security of the Owners, all of its rights, title and interest in
the Assessment Installments, 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 Bond Act
and this Resolution, the Bonds shall be and are equally secured by a pledge of and lien upon the
Assessment Installments, and the amounts on deposit in the aforementioned funds and accounts.
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.
Section 2.2. Collection of Assessments. The unpaid Assessment Installments shall be
payable in annual series corresponding in number to the number of serial maturities of the Bonds
issued. An annual proportion of each unpaid assessment shall be payable in each year preceding the
date of maturity of each of the several series of Bonds issued, sufficient to pay the Bonds when
due, and such proportion of each unpaid Assessment Installment coming due in any year, together
with the annual interest thereon, 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
resolution supplemental hereto shall preclude the redemption prior to maturity of any Bonds or the
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I 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. The Bonds, in the
aggregate principal amount of $400,000, shall be issued as provided in this Resolution upon the
security of the Assessment in accordance with the provisions of the Resolution of Intention and the
Bond Act and the proceedings conducted thereunder. The Bonds shall be designated "City of
Hermosa Beach, Lower Pier Avenue Assessment District, Limited Obligation Improvement Bonds,
Series 1997." The Bonds shall be issued only in fully registered form without coupons in the
denomination of $5,000 or any integral multiple thereof. The Bonds shall be serial bonds and be
dated the Closing Date and shall bear interest at the rate of 6'/z% per annum (calculated on the
basis of a 360-day year of twelve months) and shall mature on September 2 in each of the years and
in the amounts as follows:
Maturity Date
Principal
(September 2)
Amount
1999
$10.000.00
2000
$10,000.00
2001
$15,000.00
2002
$15,000.00
2003
$15.000.00
2004
$15.000.00
2005
$15.000.00
2006
$20,000.00
2007
$20,000.00
2008
$20,000.00
2009
$20,000.00
2010
$20.000.00
2011
$25.000.00
2012
$25,000.00
2013
$25,000.00
2014
$30,000.00
2015
$30,000.00
2016
$35,000.00
2017
$35,000.00
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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. Interest with respect
to each Bond shall accrue from the Bond Date. 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 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 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, 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.
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 Re istration. The
Bonds shall be sold to the Purchaser and shall be initially issued in the form of a single fully
registered bond in the denomination of $400,000, 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 B and incorporated herein by this
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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 Treasurer 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 B hereto, executed manually by 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 exchange to pay any tax or other governmental charge required to be paid with respect to
such 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
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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 Treasurer, 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 principle 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 canceled 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 Treasurer, 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
I Books, Bonds as herein provided.
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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 Project or upon the performance by any
person of his obligation with respect to the Project.
Section 2.11. Refunding of Bonds. The Bonds may be refunded by the City pursuant to
Division 11.5 of the California Streets and Highways Code upon the conditions as set forth in
appropriate proceedings therefor.
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 Interest Payment Date by lot within a maturity from surplus monies on
deposit and available for such purpose in the Redemption Fund from the sources, to the extent of
and in the manner set forth in the fourth paragraph of Section 4.4 hereof, at a redemption price,
expressed as a percentage of the principal amount of the Bonds to be redeemed, of three percent
(3%) together with accrued interest to the date of redemption.
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 surplus 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 three percent (3%) together
with accrued interest to the date of redemption.
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
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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;
provided, however, that the portion of any Bond of a denomination of more than $5,000 to be
redeemed shall be in the principal amount of $5,000 or an integral multiple thereof, and that, in
selecting portions of such Bonds for redemption, the City Treasurer shall treat each such Bond as
representing that number of Bonds of a $5,000 denomination which is obtained by dividing the
principal amount of such Bond to be redeemed in part by $5,000.
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 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 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.
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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 this Section 3, 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;
(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. Establishment of Special Funds and Accounts. For administering and
controlling the proceeds of the Bonds, the Assessment Installments and any related monies, there
are hereby created and established the following special funds and accounts to be maintained by the
City Treasurer:
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t District, Limited obligation Improvement Bonds,
3essmen
(a) Lower Pier Avenue Urovement Fund");
Series 1997, Improvement Fund (the "Imp rovement Bonds,
Avenue Assessment District, Lirrtited Obligation Imp
(h) Lower Pier within which there shall be the:
Series 1997, Redemption Fund (the „Itedemptian Fund"),
(1) Assessment Installment Account;
and the
(2} Assessment Prepayment Account.
'Proceeds. The amount of $400,000 received from the
Secti� n� Dis nsittion of Band P rovement Fund.
he sale of goods shall be deposited in the Irnp
City from t und. All moneys in the Improvement Fund shall be
ec inn d.3• Th Im prove ell F
u ose for which the Bonds were authorized to be
lied exclusively for the p all requests
Withdrawn and applied Manager" or his designee, shall review
and shall inspect all completed work. If the
issued. Prior to any such disbursement, the CityProject
forpayment and invoices with respect to the er or his designee, shall prepare a receiving
p
completed, the City Manager, re nesting payment by the
work has been satisfactorily hereto as Exhibit C, G
general form and content attached requested payment upon
report, in the
Improvement Fund. The City Treasurer shall make t ee eta as Exhibit C.
City from the Imp
• ion therefor, in the general form and content attached or his designee,
receipt of a requisit the City Manager,
on the filing with the City Treasurer of a certificate by e Frv'e� have been paid or are
Up h t all costs of th
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stating that the Project has been completed and t a
Fund, the City Treasurer shall transfer the amount, if
aid from the Improvement which
not required to be F the City Council of the City,
rovement Fund � directed by rovisians of the
any, remaining in the Imp applicable p
e ursuant to the Resolution of Intention and to the ape is and Highways
Cade,
directions shall b p
Improvement Act of 1913, Division 1� of the California St
11rlurucipal
and the Improvement Fund shall be closed. hereby S
The City agrees to establish and maintain t e
Sectso� Redem tion Fund. if any) and interest on the Bond'
of and premium (�
Redemption Fund until all payments of principal The City Treasurer sha
Redemp aid or redeemed,
have been made and all of the Bonds have been
nrld an Assessment Installment Account and �
flan
-, establish and maintain within the Pe
demp Fund
s
2$ lkssessrnent Prepayment Account'
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All sums received by the City from the collection of 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 Bond Act 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.
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 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 as a credit upon the Assessment; 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 property owners in the Assessment District as prepayments of the
Assessment pursuant to Section 4.5 shall be deposited in the Assessment Prepayment Account for
application pursuant to Section 4.6. Amounts in the Assessment Prepayment Account shall be used
to pay the principal of and redemption premium on Bonds the maturities of which shall have been
advanced pursuant to Parts 11 and 11.1 of the Bond Act. The City Treasurer shall advance the
maturity of and call Bonds for redemption pursuant to this Resolution and the Bond Act whenever
and to the extent surplus monies are on deposit in the Assessment Prepayment Account sufficient
to pay the principal of Bonds in integral $5000 amounts plus the redemption premium thereon. 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 on each Bond the maturity of which
has been so advanced from monies in the Assessment Prepayment Account. Interest accrued on
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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 4.8.
Section 4.5. Prepayment of Assessment. The owner of assessed land, except land which
has been ordered to judicial foreclosure, may prepay the Assessment and remove the lien of the
Assessment by paying to the City Treasurer the sum of the following amounts:
(a) The amount of any delinquent installments of principal and interest, together with
penalties accrued to the date of prepayment.
(b) The unpaid, non -delinquent principal of the Assessment, including principal posted
to the tax roll for the current Fiscal Year but not yet paid.
(c) An allowance for the applicable redemption premium. Unmatured principal
excludes principal due during the Fiscal Year of prepayment.
(d) A reasonable fee, fixed by the City Treasurer, for the cost of administering the
prepayment and the advance redemption of Bonds.
(e) Interest accrued to the next call date of the Bonds. The next call date shall be the
next Interest Payment Date which is not less than 90 days after the date of prepayment.
Credit shall be given, or refund provided, for installments of interest posted to the current
tax roll and actually paid.
(f) Where the owner's land has been ordered to judicial foreclosure, the owner must
pay additional amounts in accordance with Part 14 of the Bond Act, provided that
attorneys' fees and costs of suit and post judgment interest are not required to be paid into
the Redemption Fund.
Section 4.6. 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 shall be deposited in the general fund of the City.
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(b) Delinquent principal, interest, and penalties shall be transferred to the Redemption
Fund.
(c) The installment of principal due in the Fiscal Year of prepayment shall be transferred
to the Redemption Fund.
(d) Interest accrued to the next call date shall be transferred to the Redemption Fund.
(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 Part 11 and Part 11.1 of the Bond
Act. The amount of Bonds to be retired shall be the maximum for which principal and
redemption premium may be paid in full from the Assessment Prepayment Account.
Accrued interest on Bonds to be retired shall be paid from the Redemption Fund.
Section 4.7. 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 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 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 4.8. Redemption Fund Surplus. If there is a surplus remaining in the
Redemption Fund after payment of all Bonds and the interest thereon, that surplus shall be repaid in
accordance with the provisions of Section 8783 of the Bond Act to persons paying supplemental
assessments, if any, and the balance may be proportionately credited upon the final installments due
upon the Assessments securing the Bonds and repaid to those persons whose Assessments have
been previously paid or may be transferred to the general fund of the City.
Section 4.9. Investments.
(a) All moneys in any of the funds or accounts established pursuant to this Resolution
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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.
Subject to the restrictions set forth in Section 5.3, 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.
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 Bond Act (to be performed by the City or
its proper officers, agents or employees) which covenants are necessary, convenient and desirable
to secure the Bonds and tend to make them more marketable; provided, however, that said
covenants do not require the City to expend any funds other than the Assessment Installments.
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
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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 Qbliation; No Required Advances From Available Surplus
Funds. The Bonds are limited obligation improvement bonds under Section 8769 of the Bond Act
and are payable solely from and secured solely by the Assessments and the amounts in the
Redemption Fund 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. Tax Covenants.
(a) The City Council covenants that, in order to maintain the exclusion from gross
income for Federal income tax purposes of the interest on the Bonds, and for no other
purpose, it will satisfy, or take such actions as may be necessary to cause to be satisfied,
each provision of the Code necessary to maintain such exclusion. In furtherance of this
covenant, the Board covenants to comply with such written instructions as may be provided
by Bond Counsel.
(b) The City Council covenants that no part of the proceeds of the Bonds shall be used,
directly or indirectly, to acquire any "investment property," as defined in Section 148 of the
Code, and it shall not take or permit to be taken any other action or actions, which would
cause any of the Bonds to be an "arbitrage bond" within the meaning of Section 148 of the
Code, as in effect from time to time, or under applicable Treasury regulations promulgated
thereunder.
(c) The City Council covenants that it will not take any action or omit to take any
action, which action or omission, if reasonably expected on the date of initial execution and
delivery of the Bonds, would result in a loss of exclusion from gross income for purposes of
Federal income taxation, under Section 103 of the Code, of interest on the Bonds.
(d) The City Council covenants that it will not use or permit the use of the proceeds of
the Bonds by any person (other than the City or other state or local governmental unit) in
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such manner or to such extent as would result in a loss of exclusion of the interest on the
Bonds from gross income for Federal income tax purposes under Section 103 of the Code.
(e) Notwithstanding any provision of this Resolution, and except as provided below, the
City Council covenants that none of the moneys contained in any of the funds created
pursuant to this Resolution shall be (i) used in making loans guaranteed by the United
States (or any agency or instrumentality thereof), (ii) invested directly or indirectly in a
deposit or account insured by the Federal Deposit Insurance Corporation, National Credit
Union Administration or any other similar Federally chartered corporation, or (iii) otherwise
invested directly or indirectly in obligations guaranteed (in whole or in part) by the United
States (or any agency or instrumentality thereof); provided, however, that the above
restrictions do not apply to: (i) the investment of moneys held in the Assessment
Installment Account "bona fide debt service fund," as defined for purposes of Section 148
of the Code, (ii) investments in direct obligations of the United States Treasury,
(iii) investments in obligations guaranteed by the Federal National Mortgage Association,
Government National Mortgage Association or the Federal Home Loan Mortgage Corpora-
tion, (iv) investments in obligations issued pursuant to Section 21B(d)(3) of the Federal
Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, (v) investments permitted under regulations
issued pursuant to Section 149(b)(3)(B) of the Code, or (vi) such other investments as, in
the opinion of Bond Counsel, are investments permitted under the Resolution that do not
jeopardize the exclusion from gross income for Federal income tax purposes of the interest
on the Bonds.
Section 5.4. 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
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Bonds shall comply in all respects with the applicable laws of the State.
Section 5.5. 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 5.6. Compliance with the Law. Completion of Project. The City will comply
with all applicable provisions of the law in completing the construction of the Project; provided that
the City shall have no obligation to advance any funds to complete the Project in excess of the
amounts available therefor in the Improvement Fund.
Section 5.7. Against Encumbrances. The City will not encumber, pledge or place any
charge or lien upon any of the unpaid Assessments 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 or the Bond Act.
Section 5.8. Collection of Assessments. The City shall comply with all requirements of
the Bond Act so as to assure the timely collection of the unpaid Assessments.
Section 5.9. 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 Installments, 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.
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
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the principal of and 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 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, 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 Sections 5.3 and 5.5. 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 applied in accordance with Section 8784 of the Act.
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 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
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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. Sunulemental Resolutions with Owner Consent. Except as provided in
Section 7.2, 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, with out 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 Installments.
Section 7.3. Notice of Sunulemental 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
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-esolution described in such notice, and shall specifically consent to and approve it substantially in
:he form of the copy thereof referred to in such notice as on file with the City, such proposed
•esolution, when duly adopted by the City, shall thereafter become a part of the proceedings for the
.ssuance of the Bonds. In determining whether the Owners of the requisite aggregate principal
unount of the Bonds have consented to the adoption of any supplemental resolution, Bonds which
ire 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":
(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 foi
redemption thereof, or
(c) Failure by the city to observe and perform any material covenant, condition of
agreement required by this Resolution to be performed by it (other than a default describec
in clause (a) or (b) above) for a period of 60 days following written notice to the City fron
any Owner of such failure; provided, however, if the City is in good faith attempting tc
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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 Bond 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
I 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 or in the Bond Act 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. Pursuant
to the Resolution of Intention relating to these proceedings, the City has determined that no funds
of the City will be available to pay principal of, premium, if any, or interest on the Bonds. In such
Resolution of Intention the City has determined that pursuant to Section 8769 of the Bond Act, the
City will not obligate itself to advance available funds from the District's treasury to cure any
deficiency which may occur in the Redemption Fund.
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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 Outstanding Bonds may institute any suit, action, mandamus or
other proceeding inequity 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
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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
j 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 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 protected in
doing so, upon the opinions, calculations, determinations and directions of such persons or entities.
Section 9.6. Oualified Tax -Exempt Obligations. The total aggregate principal amount
of Bonds to be issued pursuant to this Resolution is the total amount of all "tax-exempt bonds" and
all "qualified tax-exempt obligations" (within the meaning of such terms under Sections
148(f)(4)(D) and 265(b)(3), respectively, of the Code) which have been or which are reasonably
expected to be issued by the City during this calendar year. No Bond is a "private activity bond"
within the meaning of that term under Section 141 of the Code. Ninety-five percent or more of the
net proceeds of the Bonds are to be used for local governmental activities of the City. Neither the
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City nor any other subordinate entities of the City have issued any such qualified tax-exempt
obligations during this calendar year and it is reasonably expected that none will be issued, other
than the Bonds. Thus, the total aggregate principal amount of tax-exempt bonds and qualified tax-
exempt obligations issued or reasonably expected to be issued during this calendar year by the City
and any subordinate entities of the City does not exceed either $5,000,000 or $10,000,000. The
Bonds are hereby designated as "qualified tax-exempt obligations."
Section 9.7. Disaualified Bonds. 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 9.8. Sale of Bonds to Purchaser, Purchase Contract. The Bonds shall be sold
to the Purchaser. As presented to this meeting and on file with the City Clerk of the City, the form
of Purchase Contract is hereby approved and the Mayor is hereby authorized and directed, for and
in the name and on behalf of the City, to execute the Purchase Contract and to deliver it to the
Purchaser in substantially the form hereby approved, with such changes therein as the Mayor may
approve, such approval to be conclusively evidenced by the Mayor's execution and delivery thereof.
PASSED, APPROVED AND ADOPTED this 23rd day of September, 1997.
PRESIDENT of
CITY CLERK
Council and
of the City of Hermosa Beach, California
APPROVED AS TO FORM:
r' r. it
CITY ATTORNEY
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Exhibit A
• LIST OF UNPAID ASSESSMENTS
CITY OF HERMOSA BEACH
LOWER PIER AVENUE ASSESSMENT DISTRICT
LIMITED OBLIGATION IMPROVEMENT BONDS
SERIES 1997
WHEREAS, an assessment and diagram were recorded in the offices of the City of
Hermosa Beach, California (the "City") on October 23, 1997 for the installation and construction
of the improvements described in the proceedings taken pursuant to Resolution No. 96-5811, as
amended, of the City Council of the City;
WHEREAS, notice of recordation of the assessment and of the place where and the time
within which the individual assessments could be paid, in whole or in part, has been duly given in
the time and form provided by law, and the time so provided for such payments has expired;
NOW, THEREFORE, the undersigned City Treasurer of the City, being the person
designated to receive payments of assessments, does hereby certify that Exhibit 1, attached
hereto, and by this reference made a part hereof, is a true, correct and complete list of all
assessments remaining unpaid upon such assessment and that this List of Unpaid Assessments is
on file in the office of the City Clerk.
The total amount of unpaid assessments is $400,000.
Dated:
City Treasurer
1
Exhibit 1
Assessor's Parcel No. Assessment
4183-002-001
$38,055.82
4183-002-017
$42,812.80
4183-002-009
$15,555.31
4183-002-020
$14,270.93
4183-002-021
$14,270.93
4183-002-012
$14,033.08
4183-002-013
$14,746.63
4183-002-014
$14,033.08
4183-002-015
$26,781.78
4183-005-011
$14,270.93
4187-005-012
$14,270.93
4187-005-013
$26,496.36
4187-005-024
$50,504.83
4187-005-005
$14,270.93
4187-005-006
$14,270.93
4187-005-026
$42,812.80
4187-005-009
$14,270.93
4187-005-010
$14,270.93
2
Exhibit B
[FORM OF BOND]
United States of America
State of California
County of Los Angeles
REGISTERED NUMBER 1
$400,000
CITY OF HERMOSA BEACH
LOWER PIER AVENUE ASSESSMENT DISTRICT
LIMITED OBLIGATION IMPROVEMENT BOND
SERIES 1997
REGISTERED OWNER: LaSalle National Bank
Under and by virtue of the Improvement Bond Act of 1915, Division 10
(commencing with Section 8500) of the California Streets and Highways Code (the "Act"), the
City of Hermosa Beach (the "City"), County of Los Angeles, 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. 96-5811, adopted by the City Council of the City on June 11, 1996, as amended,
pay to the registered owner hereof, or registered assigns, the principal sum of $400,000 in the
amounts and on the dates as follows:
Maturity Date Principal
(September 2)
Amount
1999
$10,000.00
2000
$10,000.00
2001
$15,000.00
2002
$15,000.00
2003
$15,000.00
2004
$15,000.00
2005
$15,000.00
2006
$20,000.00
3
Maturity Date Principal
(September 2)
Amount
2007
$20,000.00
2008
$20,000.00
2009
$20,000.00
2010
$20,000.00
2011
$25,000.00
2012
$25,000.00
2013
$25,000.00
2014
$30,000.00
2015
$30,000.00
2016
$3 5,000.00
2017
$35,000.00
in lawful money of the United States of America and in like manner will pay interest on the unpaid
balance hereof at the rate of 6'/2 percent per annum, payable semiannually on March 2 and
September 2 (each an "Interest Payment Date") in each year commencing on March 2, 1999. 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 fifteenth 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, 1998, 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 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 fifteenth 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 Hermosa Beach, California.
This Bond will continue to bear interest after maturity at the rate above stated,
provided that it is presented at maturity and payment thereof is refused upon the sole ground that
there are not sufficient moneys in the Redemption Fund with which to pay same. If it is not
presented at maturity interest hereon will run only until maturity.
4
This Bond is issued by the City of Hermosa Beach under the Act and Resolution
No. 97-5882 of the City Council of the City (the "Resolution of Issuance") in the aggregate
principal amount of $400,000 for the purpose of providing means for paying for the
improvements described in the proceedings, and is secured by the moneys in the Redemption
Fund and by the unpaid assessments made for the payment 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. 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 surrender and 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 five thousand dollars ($5,000), or
any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second
day of March or September in any year by giving at least 30 days' notice 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 of the principal. Interest shall
cease to accrue from and after the date of redemption.
This Bond is subject to refunding pursuant to the procedure of Division 11
(commencing with Section 9000) or Division 11.5 (commencing with Section 9500) of the Streets
and Highways Code of the State of California prior to maturity.
This Bond shall not be entitled to any benefit under the Act 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 Finance Director of the City.
IN WITNESS WHEREOF, the City of Hermosa Beach, California has caused
this Bond to be signed by the City Treasurer and by the City Clerk, and has caused its corporate
seal to be impressed hereon all as of , 1997.
City Clerk
CITY OF HERMOSA BEACH, CALIFORNIA
City Treasurer
T
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Resolution which has
been authenticated and registered on
Finance Director
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
the withinmentioned Bond and hereby
irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the books kept for registration hereof with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond
with the name as it appears upon the within Bond in every
particular, without alteration or enlargement or any change
whatsoever.
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EXHIBIT C
[FORM OF REQUISITION]
REQUISITION NO.
with reference to
S400,000
City of Hermosa Beach
Lower Pier Avenue Assessment District
Limited Obligation Improvement Bonds
Series 1997
1. The City of Hermosa Beach (the "City") hereby requests the City Treasurer to pay
from the moneys in the Improvement Fund established pursuant to Section 4.1 of the Resolution,
the amounts shown on Schedule I attached hereto to the parties indicated in Schedule I.
2. The payees, the purposes for which the costs have been incurred, and the amount
of the disbursements requested are itemized on Schedule I hereto.
3. Each obligation mentioned in Schedule I hereto has been properly incurred and is a
proper charge against the Improvement Fund. None of the items for which payment is requested
has been reimbursed previously from the Improvement Fund.
Dated:
CITY OF HERMOSA BEACH
By:
E
Schedule I
Payee Purpose Amount
10
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF HERMOSA BEACH
I, Naoma Valdes, Deputy City Clerk of the City Council of the
City of Hermosa Beach, California, do hereby certify that the foregoing
Resolution No. 97-5882 was duly and regularly passed, approved and adopted
by the City Council of the City of Hermosa Beach at an Regular Meeting of
said Council at the regular place thereof on September 23, 1997.
The vote was as follows:
AYES:
Benz, Bowler, Edgerton, Oakes, Mayor Reviczky
NOES:
None
ABSTAIN:
None
ABSENT:
None
DATED: September 29, 1997
j 0 104511-
Deputy City Clerk