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CC RES 1989-043RESOLUTION N0. 89 -43 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES AUTHORIZING THE IS- SUANCE OF BONDS REPRESENTING UNPAID ASSESS- MENTS IN CONNECTION WITH RANCHO PALOS VERDES IMPROVEMENT DISTRICT NO. 9, DEL CERRO THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Def initions. As used in this Resolu- tion, the following terms shall have the meanings ascribed thereto, unless the context requires otherwise. "Bond Act" means Part 5 of Division 7 of the Califor- nia Streets and Highways Code, commencing with Section 6400. "Bonds" means the bonds authorized by and at any time outstanding pursuant to the provisions of this Resolution and as designated pursuant to Section 2 hereof. "City" means the City of Rancho Palos Verdes, Califor- nia, a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California. "City Clerk" means the City Clerk of the City. "City Council" means the City Council of the City. "Code" means the Internal Revenue. Code of 198 6, as amended, "Fiscal Agent" means the Fiscal Agent appointed pur- suant to S.ecti on 4 hereof, if any, in its capacity as transfer agent, bond registrar and paying agent, "Improvement District" means Rancho Palos Verdes Im- provement District No. 9, Del Cerro, more particularly described in the Resolution of Intention. "Improvement Fund" means the fund by that name created and established pursuant to Section 5.A hereof. "List of Unpaid Assessments" means the List of Unpaid Assessments to be prepared by the City Treasurer and maintained on file in the off ice of the City Treasurer. 11191 3 . Act" means the Municipal Improvement Act of 1913 , being Division 12 of the California Streets and Highways Code, commencing with Section 10000. "Redemption Fund" means the fund by that name created and established pursuant to Section 5.B hereof. "Resolution" means this Resolution and includes subse- quent amendments hereof and any Supplemental Resolution. "Resolution of Intention" means Resolution No. 89 -6 of the City Council, as amended from time to time. "State" means the State of California. "Supplemental Resolution" means any resolution adopted by the City Council amendatory of or supplemental to this Resolu- tion, "Treasurer" or "City Treasurer" means the C i ty Treasurer of the City. Section 2. Issuance on Bonds to Represent Unpaid Assessments, The City Council hereby authorizes the issuance of the Bonds under and pursuant to the provisions of the Bond Act and this Resolution to represent unpaid assessments in accordance with the List of Unpaid Assessments to be prepared by the City Treasurer and maintained on file in the office of the City Treasurer. The Bonds shall be issuable only as fully registered bonds in the respective denominations of the unpaid assessments as set forth on the List of Unpaid Assessments against each lot or parcel of land assessed in the Improvement District, The Bonds shall be dated as of the date which is at least thrity- first days following the recordation of the assessment. Each Bond shall mature and shall bear interest at a rate not to exceed 12 percent per annum from the interest payment date next preced- ing the date on which the Bond is authenticated and registered, unless the Bond is authenticated and registered as of an interest payment date, in which case it shall bear interest from such in- terest payment date, or unless the bond is authenticated and registered prior to the first interest payment date, in which case it shall bear interest from its date, until payment of its principal sum has been discharged. The term of the Bonds shall be fourteen years from the second day of January next succeeding the next September lst following their date and, at the expira- tion of such term, the whole principal sum then unpaid shall be due and payable. On the second day of January of each year, fol- lowing the next September lst after their date, an even annual proportion of the whole amount is due and payable to the regis- tered owner of each bond, until the whole is paid, with all ac- crued interest at the rate set forth herein. Section 3. Form and Execution; Printing. The Bonds shall be issued as fully registered bonds substantially in the form set forth in Section 6460 of the Bond Act, The Bonds shall be signed by the City Treasurer and the seal of the City may be affixed. The City Council hereby authorizes the use upon the Bonds of a facsimile seal and a facsimile signature of the City 2 RESOL. 89 -43 Treasurer in place of a manual signature. The City Treasurer is hereby authorized and directed to cause the Bonds to be printed and prepared in accordance with this Resolution. Section 4. Fiscal Agent, The City Council hereby authorizes the City Treasurer to appoint a Fiscal Agent to act as agent for the City Treasurer in the performance of any duty re- quired to be performed by the City Treasurer pursuant to this Resolution or the Bond Act, or to take any action authorized to be taken in connection with the Bonds. The contract with any such Fiscal Agent shall be subject to approval by the City Coun- cil. The Fiscal Agent shall keep a register showing the series, number, date, amount, rate of interest, payee and endorsees of each Bond and the number and amount of the principal and interest installments paid from time to time, as provided in this Resolu- tion. Section 5. Establishment of Special Funds and Ac- counts . For administering the proceeds of the sale of Bonds and the payment of principal of and interest thereon, there are hereby created and established the following special funds: W the Improvement Fund and (ii) the Redemption Fund, A . Improvement Fund, There is hereby created by this Resolution with the City Treasurer a special fund called the "Improvement Fund. " Except as provided in Paragraph B of this Section 5 , the proceeds of sale of the Bonds, together with all amounts paid on the assessments prior to the issuance of the Bonds, shall be deposited in the Improvement Fund. Disbursements from the Improvement Fund shall be made by the City Treasurer for the costs and expenses of the work, improvements, acquisitions and incidental costs set forth in the Engineer's Report, as modified, prepared pursuant to the Resolution of Intention. Moneys received by the City from the cash payments of assess- ments,, contributions or any other. source for the installation, construction and financing of the improvements described in the Resolution of Intention, together with the proceeds received from the sale of the Bonds, but not including the accrued interest which shall be placed in the Redemption Fund, shall be placed in the Improvement Fund. Disbursement from the Improvement Fund shall be made to pay the costs of such improvements together with all costs and expenses incidental thereto, or to pay such other costs as may be permitted by the Bond Act or the 1913 Act, Any surplus remaining in the Improvement Fund after payment of all costs of such improvements, including, without limitation, repay- ment of incidental and other costs and expenses advanced by the City, shall be used for one or more of the following purposes: 1. For transfer to the general fund of the City, provided that the amount of any such transfer shall not exceed the lesser of $1,000 or five percent of the total amount expended from the Improvement Fund. 3 RESOL. 89 -43 29 As a credit upon the assessment and any supplemen- tal assessment, 3* For the maintenance of such improvements, B. Redemption Fund, There is hereby created by this Resolution with the city Treasurer a special fund to be held by the City Treasurer (or Fiscal Agent, if any) called the "Redemption Fund." All sums received from the collection of the assessments and of the interest installments on the assessments, together with penalties thereon, if any, shall be deposited in the Redemption Fund, which shall be a trust fund for the benefit of the registered owners of the Bonds . Payment of the Bonds at maturity, or at redemption prior to maturity, and all interest on the Bonds shall be made from the Redemption Fund, Section 6. Payment of Bonds. The principal of and interest on the bonds shall be payable at the office of the City Treasurer (or the Fiscal Agent, if any) by check, draft or war- rant mailed to the registered owner of each Bond at the regis- tered owner's address appearing on the register maintained by the City Treasurer (or the Fiscal Agent, if any) on the fifteenth day preceding an interest payment, Section 7. Lost, Destroyed, Mutilated or Stolen Bonds. In case any Bond shall become lost, destroyed, mutilated or stolen upon proof of ownership satisfactory to the City and upon the surrender of such mutilated Bond, at the office of the City Treasurer, (or Fiscal Agent, if any) or upon the receipt of evidence satisfactory to the City of such destruction, theft or loss, and upon receipt of indemnity satisfactory to the City, and upon payment of all expenses incurred by the City therefor, the City shall cause to be executed and delivered at the office of the City Treasurer, (or the Fiscal Agent, if any) a duplicate Bond of the same maturity and for the same aggregate principal amount, of like tenor and dater bearing the same number or num- bers, with such notations as the City shall determine, if in ex- change and substitution for and upon cancellation of the muti- lated Bond, or in lieu of and in substitution for the Bond so lost, destroyed or stolen. If any such lost, destroyed, muti- lated or stolen Bond shall have matured, payment of the amount due thereon may be made by the City upon receipt of like proof, indemnity and payment of expenses. Any such duplicate Bonds issued pursuant to this Section 7 shall be entitled to equal and proportionate benefits with all other Bonds issued hereunder, and the City Treasurer (and the Fiscal Agent, if any) shall not be required to treat both the original Bond and any duplicate Bond as being outstanding for the purpose of determining the principal amount of Bonds which may be issued hereunder or for the purpose 4 of determining any percentage of Bonds outstanding hereunder, but both the original and duplicate Bond shall be treated as one and the same. Section 8. Registration and Transfer. The City Treasurer shall keep a register in the office of the City Treasurer, showing the series, number, date, amount, rate of in- terest, payee and indorsees of each Bond, and the number and amount of the principal and interest installments paid. The Bonds shall be negotiable only by transfer of registration. A Bond may be registered to a new owner by completing the assign- ment certificate on the reverse of the Bond and delivering the Bond to the City Treasurer ( or the Fiscal Agent, if any) . Upon registration, a Bond may be replaced. Section 9. Default . In the event of a default in the payment of any Bond . or any installment of interest thereon, the registered owners shall have the remedies set forth in the Bond Act. Section 10. Use of Proceeds and Improvements . All use of the improvements and works installed and constructed in connection with the Improvement District by any person or entity is and shall be on the same basis as that of the general public, that is, neither the improvements nor any portion thereof shall be used for a "private business use" within the meaning of that term under Section 141(b) of the Code. The City shall not take any action which would result in the Bonds being 'arbitrage bonds" within the meaning of Section 148 of the code. On the basis of the facts, estimates and circumstances now in existence, and in existence on the date of the Bonds as determined by the City Treasurer, the Ci ty Treasurer is hereby authorized and directed to certify that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be such arbitrage bonds. No proceeds of the issue shall be used (directly or indirectly) to make or finance loans (other than loans described in Section 141 (c) (2) of the Code) to persons other than governmental units. The City covenants and agrees to take no action which, in the opinion of counsel, would result in the interest received by the registered owners becoming taxable under federal income tax laws. Any opinion of such counsel may be based upon, insofar as it relates to factual matters, informa- tion which is in the possession of the City as shown by a cer- tificate or opinion of, or representation by, an officer or of- ficers of the City, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such opinion may be based, as aforesaid, is erroneous. As used herein, "opinion of counsel" means a written opinion of an attor- ney or firm of attorneys nationally recognized in the field of municipal bond law. The City hereby further covenants and agrees 5 RESOL. 89 -43 that it shall take no action and shall permit no action to be taken which would cause the Bonds to be federally guaranteed within the meaning of that term under Section 149(b) of the Code, Section 11, Prior Redemption, The Bonds may be redeemed by the owner of or any person interested in any lot or parcel of land upon which a Bond has been issued, in the manner provided in the Bond Act, at any time before maturity, and before commencement of proceedings for sale, upon payment to the City Treasurer, for the registered owner of the Bond, of the amount then unpaid on the principal sum thereof, with interest thereon (if not previously paid) up to the next succeeding January 2nd or July 2nd, as the case may be, at the rate set forth in the Bond, and all penalties accrued and unpaid, together with a premium of five percent of such unmatured principal, Section 12. Qualified Tax - Exempt obligations, The total aggregate principal amount of qualified tax - exempt obliga- tions (within the meaning of that term under Section 265 (b) (3) of the Code) issued or reasonable anticipated to be issued during this calendar year by the City and any subordinate entities of of the City together with the principal amount of Bonds issued pur- suant to this Resolution does not exceed $10,000,000. The City hereby designates the Bonds as "qualified tax - exempt obligations. " Section 13, Reasonable Expectations Regarding Rebate. The aggregate face amount of all tax - exempt bonds issued by the City during this calendar year is not reasonably expected to exceed $5,000,000. Section 14, Partial Invalidity. If any section, paragraph, subdivision, sentence, clause or phrase of this Resolution shall for any reason be adjudged by any court of com- petent jurisdiction to be unconstitutional, unenforceable or 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 unconstitutional, unenforceable or invalid. Section 15, General Authorization. The members of the City Council , the City Clerk, City Treasurer and other City officers, deputy officers, employees, consultants and legal coun- sel are hereby authorized to do all acts and things which may be required of them by this Resolution, or which may be necessary or desirable in carrying out the issuance of the Bonds as provided 6 RESOL, 89 -43 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 con - firmed. PASSED, APPROVED AND ADOPTED this 2nd day of May, 1989. z� e } o ATTEST: Ci W Cler St� e of California Co my of Los Angeles ) ss City of Rancho Palos Verdes ) JO PURCELL, City Clerk of the City of Rancho Palos Verdes, hereby certify that the above Resolution No. 89 -43 was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on May 2, 19899 '4' PI C i ty C r k City qff Rancho Palos Verdes 7 RESOL. 89 -43