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Home My WebLink AboutFin Pt. San Pedro Median; Limited Obligation BondsAf O Agenda t ! 4 Meeting • t• August SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Finance Prepared by. Mark. Moses, City Manager Approval. Interim Finance Director SUBJECT: RESOLUTION AUTHORIZING 1 BY OF 1 RAFAEL OF PT. 1 i r! ROAD MEDIAN LANDSCAPING i ASSESSMENT DISTRICT 1OBLIGATION BONDS INITIALAGGREGATE iti, AMOUNT ! EXCEED $1,750,000 111 ! !N WITH THE CONSTRUCTION OF I l LANDSCAPING IMPROVEMENTS 1 ASSESSMENT DISTRICT PROPERTY r! i r i r RECOMMENDATION: ADOPT RESOLUTIONFOR 1 OF $197509000 OF 1 i OBLIGATION IMPROVEMENT BONDS BEHALF OF PT. SAN i'i MEDIAN LANDSCAPINGASSESSMENT DISTRICT. BACKGROUND.- The Paint San Pedro road Median Landscaping Assessment District (the "Assessment District") was farmed in June 2011 for the purpose of financing and maintaining median improvements that benefitproperty owners within the Assessment District. The annual assessment tax levy is dedicated to Assessment District administration, debt service on bonds, and ongoing maintenance of the median improvements. • City Councilfi i • • project and provided # authority to award • construction i to begin work.discussed at the July 16, 2012, City Council•• :. • Investment Pool has the capacity• bonds, i be # • i over #20 -year • i(final maturity September w• # • meeting, City ANALYSIS:Council authorized the City purchase of up to $1,750,000 of these bonds, once issued. worked with Jones H# as bond counsel and NHA Advisors,as improvementfinancial advisor to evaluate financial and structural options for the Assessment District # ! alternatives to selling the bonds • considered-. was i sell in the municipalmarket; the other was # • # private placement bank or investment managemel FOR CITY CLERK ONLY File Nth.: Council Meeting: f fi SAN RAFAEL CITY COUNCIL AGENDA REPORT / Pag : 2 firm or for the City's investment portfolio). The private placement was considered because of the opportunity to significantly reduce the costs of issuance, thus generating savings for the taxpayers in the Assessment District. The private placement with an outside party was not pursued once it was determined that repayment could not be completed within 15 years, the maximum term that this market appeared to be willing to accept. Because the City has sufficient liquidity in its investment portfolio to purchase the proposed bonds, staff worked with the financial advisor to assess the impact of such a purchase. NHA advisors evaluated the current market conditions,, and recommended that the interest rate should be set at 5.25%. The financing costs have been reduced by removing the need to issue tax-exempt bonds through an underwriter. In addition, the issuance size has been reduced from $1,835,,000 to $1,750,000. This structure saves the cost of producing the preliminary official statement (including disclosure counsel), underwriting costs, and other costs of issuance, generating a savings of approximately $65,000. The authorizing bond issuance documents were prepared based on the intent of the City to purchase the bonds for its investment portfolio. The City will have the ability to liquidate the investment, should it choose to do so. If this were to occur, the City would sell the bonds to the capital markets, either through a public offering (which would require the City to produce an official statement) or as a private placement. FISCAL IMPACT: There is no fiscal impact to the City, as a result of the sale of the bonds on behalf of the Assessment District. The responsibility for repayment is with the property owners in the Assessment District. The fiscal impact on the City of purchasing the bonds was presented at the City Council meeting of July 16, 2012. In summary, up to $1,750,000 of the investment portfolio will earn a return of 5.25% for a term of 20 years. OPTIONS: The City Council can accept, deny, or as additional information from staff relate4l to the Resolution. RECOMMENDATION: Staff recommends that Council accept the report and adopt the Resolution as presented. 0 ATTACHMENTS. Attachment A — Resolution Attachment B — Debt Service Schedule and Cost of Issuance 1 1 1 7kESOLUTION AUTHORIZING THE ISSUANCE BY THE CITY OF SAN RAFAEL OF THE PT. SAN PEDRO ROAD MEDIAN LANDSCAPING ASSESSMENT DISTRICT LIMITED OBLIGATION BONDS IN THE INITIALPRINCIPAL AMOUNTi TO EXCEED $1,750,000 i ! CONSTRUCTION OF RESOLVED, by the City Council (the "Council") of the City of San Rafael (the "City") as IM I WHEREAS, on April 4, 2011, this Council passed and adopted its Resolution No. 13127 entitled "A Resolution of the City Council of the City of San Rafael Initiating Formation of the Pt. San Pedro Road Median Landscaping Assessment District 7) under the Landscaping and Lighting Act of 1972, Part 2, commencing with Section 22500, of Division 15 of the California Streets and Highways Code (the "Act"), to initiate proceedings under the Act in and for the Pt. San Pedro Road Median Landscaping Assessment District (the "Assessment District") to finance certain public landscaping improvements andthe maintenance thereof benefiting the Assessment District, as described in the Resolutions. WHEREAS, on May 2, 2011, this Council passed and adopted its resolution entitled "Resolution of the City Council of the City of San Rafael Declaring its Intention to Order Formation of the Pt. San Pedro Road Median Landscaping Assessment District, to Levy and Collect Assessments, and to Issue Bonds; and for such Purpose Setting a Public Hearing, and Directing the Mailing of, a Notice of the Public Hearing and Ballot on Formation of the District to Affected Property Owners," under which this Council provided, among other matters, that improvement bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California (the "Bond Law"). WHEREAS, notice of recordation of the assessment and the opportunity to pay all or a portion thereof was published and mailed in the manner required by law, and the time so provided for receiving payments of assessments in cash has expired and there is on file with the Treasurer of the City a list of all assessments that remain unpaid. WHEREAS, this Council now intends to provide for the issuance of improvement bonds upon the security of such unpaid assessments, as hereinafter provided. ARTICLE I JWEFINITIONS; GENERAL Section1.01. Definitions ............................................................................................................. 2 Section 1.02. Rules Of Construction ........................................................................................... 6 ARTICLE 11 ISSUANCE OF BONDS Section 2.01. Bonds Authorized; Form of Bonds ......................................................................... 7 Section 2.02. Security for the Bonds; Unpaid Assessments ........................................................ 7 Section 2.03. Issuance Of Bonds ................................................................................................ 7 Section 2.04. Maturities Of Bonds and Dated Date ..................................................................... 8 Section2.05. Interest On Bonds ................................................................................................. 8 Section 2.06. Designation of Agent ............................................................................................. 8 Section2.07. Form of Bonds ....................................................................................................... 9 Section 2.08. Preparation And Delivery Of Bonds ....................................................................... 9 Section 2.09. Execution Of Bonds .............................................................................................. 9 Section2.10. Temporary Bonds .................................................................................................. 9 Section 2.11. Transfer And Exchange Of Bonds ....................................................................... 10 Section2.12. Bond Register ..................................................................................................... 10 Section 2.13. Bonds Mutilated, Lost, Destroyed Or Stolen ........................................................10 Section 2.14. Redemption Prior To Maturity .............................................................................. 11 Section 2.15. Refunding Of Bonds ............................................................................................ 12 Section2.16. Engineer's Report .............................................................................................. 12 Section 2.17. Securities Depository ......................................................................................... 12 ARTICLE III SALE AND DELIVERY OF BONDS Section3.01. Sale Of Bonds ..................................................................................................... 13 Section 3.02. Authorization and Bond Parameters .................................................................... 13 Section 3.03. Prior Actions Approved ........................................................................................ 13 Section3.04. Equal Security ..................................................................................................... 13 Section 3.05. Limited Obligation ............................................................................................... 13 ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Application Of Proceeds Of Sale Of Bonds .........................................................15 Section 4.02. Improvement Fund .............................................................................................. 15 Section4.03. Redemption Fund ................................................................................................ 15 Section4.04. Reserve Fund ...................................................................................................... 16 Section4.05. Investment Of Funds ........................................................................................... 17 ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Unpaid Assessments ...................................................................... 18 Section5.02. Foreclosure ......................................................................................................... 18 Section5.03. Reserved ............................................................................................................. 19 Section 5.04. Punctual Payment; Compliance With Documents ................................................19 Section 5.05. No Priority For Additional Obligations .................................................................. 19 Section 5.06. Further Assurances ............................................................................................. 19 Section 5.07. Private Activity Bond Limitation ........................................................................... 19 Section 5.08. Federal Guarantee Prohibition ............................................................................ 19 Section 5.09. Rebate Requirement ........................................................................................... 19 Section5.10. No Arbitrage ........................................................................................................ 19 SectionYieldOf The Bonds ............................................................................................. 19 Section 5.12. Maintenance Of Tax -Exemption .......................................................................... 20 Section5.13. Amendment ......................................................................................................... 20 Section 5.14 Small Issuer Exemption From Rebate .................................................................. 20 Section 5.15 Small Issuer Exemption From Bank Nondeductibility Restriction .......................... 20 ARTICLE VI MISCELLANEOUS Section 6.01. Deposit And Investment Of Moneys In Funds ..................................................... 21 Section 6.02. Acquisition, Disposition and Valuation of Investments ........................................ 22 Section 6.03. Partial Invalidity ................................................................................................... 22 Section6.04. Defeasance ......................................................................................................... 22 Section 6.05. Validity Of Bonds ................................................................................................. 23 Section 6.06. Repeal Of. Inconsistent Resolutions ..................................................................... 23 Section 6.07. Authority Of Treasurer ......................................................................................... 23 Section 6.08. Effective Date Of The Resolution ........................................................................ 23 Exhibit A: Bond Numbers and Schedule of Maturities bit B: Form of Serial Bond .xhibit C: Form of Single Bond ARTICLE I DEFINITIONS; GENERAL Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Resolution and of any Supplemental Resolution and of the Bonds (as herein defined) and of any certificate, opinion, request or other document herein mentioned, have the meanings herein speed. "Act" means the Landscaping and Lighting Act of 1972, Part 2, commencing with Section 22500, of Division 15 of the California Streets and Highways Code. "Agent" means the City Finance Director appointed under Section 2.06 hereof to perform the duties of authentication, registration, transfer and payment of the Bonds, and the Agent's assigns, and any other agent which may at any time be substituted in its place by the City. "Assessment" or "Assessments" means the unpaid amounts of the special assessments levied against all benefited real property within the boundaries of the Assessment District pursuant to the Act and the proceeding of the City Council under the Resolutions for the purpose of paying Debt Service on the Bonds under the Bond Law. "Assessment District" means that area designated the "Pt. San Pedro Road Median Landscaping Assessment District 33 as established in proceedings under the Act and the Resolutions. 111 liq 1!1!111� 111111111111 iq�pii i 1!!!!� rij i (i) securities (other than those identified in paragraphs (a) and (d) of Section 53601 of the Government Code of the State) in which the City may legally invest funds subject to its control, pursuant to Article 1, commencing with Section 53600, of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State, as now or hereafter amended, (ii) shares in a California common law trust established pursuant to Title 1 7 Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Arbitrage Management Program (CAMP); the Local Agency Investment Fund of the State of California (LAIF), created pursuant to Section 16429.1 of the California Government Code, to the extent the Treasurer is authorized to register such investment in the City's name; and 11111iq� "Authorized Officer" means the Mayor, City Manager, City Clerk, City Attorney, Fina odegnee ood o ooooed o nc Directr, the sif any f them, anany ther fficial •f the City authriztcarry the terms of this Resolution. I "Auditor" means the Auditor -Controller of the County, or other official of the County responsible for preparing property tax bills. N "Bond" or "Bonds" means the bonds authorized to be issued under this Resolution an the Bond Law, and at any time Outstanding, whether issued as a single bond or otherwise. "Bond Denomination" means the amount specified in Exhibit A or any integral multipl( thereof, which is the minimum amount in which the Bonds may be issued, except that one Bon( of may contain any odd amount. "Bond Law" means the Improvement Bond Act of 1915, Division 10 of the Streets a Highways Code of California. "Bond Register" means the books maintained by the Agent pursuant to Section 2.12 fo the registration and transfer of ownership of the Bonds. "Bond Year" means the 12 -month period beginning on September 2 in each year an(• ending on September 1 in the following year except that (i) the first Bond Year shall begin on th( Closing Date and end on the next September 1, and (ii) the last Bond Year may end on a prio redemption date. ticity7y means the City of San Rafael, a public body corporate and politic organized an( existing under the Constitution and laws of the State of California. "City Attorney" means the attorney or firm of attorneys generally representing the City ir legal matters. "City Clerk" means the City Clerk of the City, or any deputy or assistant thereof, or an, other official of the City performing the functions of clerk. "Closing Date" means the date upon which there is an al exchange of the Bonds fo the proceeds representing the purchase price of the Bonds by the Original Purchaser, as se forth on Exhibit A. "Costs of Issuance" means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds, including but not limited to: compensation, fees and expenses of the City, the County, the Agent and the Treasurer; assessment engineering expenses and fees; bond counsel legal fees and expenses; filing and recording costs; costs of preparation and reproduction of documents; and costs of printing, mag and publication of notices with respect to the proceedings and the Project. "Council" means the duly elected City Council of the City, as its legislative body. "County I) means the County of Marin, a county and pocal subdivision of the State, organized and existing under the constitution and laws of the State, and any successor thereto. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Engineer's Report 1; means the engineer's report prepared by Willdan Financial Services under the Act and approved by the Council in its proceedings for the Assessment District, together with any changes and modifications to such report. M "Fair Market Value" means the price at which a willing buyer would purchase I thO investment from a willing seller in a bona fide, arm's length transaction (determined as of th date the contract to purchase or sell the investment becomes binding) if the investment is trade on an established securities market (within the meaning of section 1273 of the Tax Code) an otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's lengt transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with 2pplicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City, the County and related parties do not own more than a 10% beneficial interest if the return paid by such fund is without regard to the source of the investment. "Federal Securities" means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America. "Fiscal Year" means the period commencing on July 1 of each year and terminating o the next succeeding June 30. 1 111, ;iir; liq j i111111, "Improvement Fund" means the Improvement Fund established under Section 4.02 "Interest Payment Date" means each date upon which intereson the Bonds is payabl beginning on the date set forth on Exhibit A and semiannually on each September 2 and Marc 2 thereafter until maturity. ginal Purchaser" means the first purchaser of the Bonds, and may include the Government. me "Outstanding," when used as of any particular time, means all Bonds theretofore ..,xecuted, issued and delivered by the City and authenticated by the Agent under this Resolution except: (a) Bonds theretofore canceled by the Agent or surrendered to the Agent for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 2.14 or 6.04; and (c) Bonds in lieu of or in substitution for which other Bonds are executed, issued and delivered by the City pursuant to this Resolution or any Supplemental Resolution. "Owner" or "Registered Ovvner," when used with respect to any Outstanding Bond, ,means the person or entity in whose name the ownership of such Bond is registered on thei Bond Register. "Prepayment Account" means the account of that name established in the Redemption "Principal Amount" means the aggregate principal amount of the Bonds, which is set forth in Exhibit A hereto. "Principal Office" means the office of the Agent in San Rafael, California, or such other office as may be designated by the Agent. "Project' means, collectively, the landscaping improvement project referenced in proceedings for the Assessment District, including all acquisitions and improvements and costs incidental thereto described in the Resolutions and any changes and modification therett approved by the Council. "Record Date" means the 15th day of the calendar month immediately preceding an Interest Payment Date. "Redemption Fund" means the Redemption Fund established under Section 4.03 "Redemption Price" means, with respect to any Bond, the principal amount thereof, plus the applicable Redemption Premium, if any, payable upon redemption thereof pursuant to this Resolution. "Redemption Premium" means, unless waived, 3% of the principal amount of the Bonds being redeemed for any redemption date to and including September 2, 2017, and 0% thereafter. 11��ri im � im I qll I I � I i "Reserve Requirement 11 means the least of: (a) 10% of the aggregate principal amount of the Bonds, or (b) 125% of average annual aggregate Debt Service on the Bonds, or (c) maximum annual aggregate Debt Service on the Bonds. N "Resolution" or "Resolution of Issuance" means this Resolution, as originally .iii a!' *r as it may from time to time be supplemented, modified or amended by any Supplemental Resolution pursuant to the provisions hereof. "Resolutions" means, collectively, the resolution entitled "A Resolution of the City Council of the City of San Rafael Initiating Formation of the Pt. San Pedro Road Median Landscaping Assessment District )) adopted by this Council on April 4, 2011, and the resolution entitled "Resolution of the City Council of the City of San Rafael Declaring its Intention to Order Formation of the Pt. San Pedro Road Median Landscaping Assessment District, to Levy and Collect Assessments, and to Issue Bonds; and for such Purpose Setting a Public Hearing, and Directing the Mailing of a Notice of the Public Hearing and Ballot on Formation of the District to Affected Property Owners " adopted by this Council on May 2, 2011, as modified or amended and in effect on the Closing Date. "State" means the State of California. "Supplemental Resolution" means any resolution, agreement, resolution or other instrument hereafter duly adopted or executed by the City in accordance with the provisions of this Resolution. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to 2pply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance ,vublished, under the Tax Code. "Treasurer" means the City Finance Director. Section 1.02. Rules Of Construction. All references in this Resolution to "Articles," "Sectionsand other subdivisions are to the corresponding Articles, 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 Article, Section or subdivision hereof. Words of the masculine gender shall be deemed and construed to include correlativto words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. M ARTICLE 11 ISSUANCE OF BONDS Section 2.01. Bonds Authorl*zed; Form of Bonds. (a) All acts, conditions and thing required by law to exist, happen and be performed precedent to and in the issuance of th Bonds have existed, happened and •been performed in due time, form and manner as require by law, and the City Council is now authorized pursuant to each and every requirement of law t issue the Bonds in the manner and form as in this Resolution provided. I (b) The Bonds will be issued as serial bonds or a single bond as set forth in Exhibits B 2nd C hereto. Jill 1111[11 111 1111 11111111111�� , I I I 111� IIIII "TIM (a) Pledge and Security. The Bonds shall be secured by a first pledge (which pledg shall be effected in the manner and to the extent herein provided) of all of the Assessments an all moneys deposited in the Redemption Fund, the Prepayment Account therein, and th Reserve Fund. The Assessments and all moneys deposited into said funds (except a otherwise provided herein) are hereby dedicated to the payment of the principal of, and intere and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bond have been paid and retired or until moneys or Federal Securities have been set asid - irrevocably for that purpose in accordance with Section 6.04. (b) Unpaid Assessments. The Assessments now remaining unpaid are as shown on the list of unpaid assessments on file with the Treasurer as of the Closing Date, which is hereby approved and incorporated herein by this reference and made a part hereof. For a particular description of the lots or parcels of land bearing the respectiv assessment numbers set forth in the list of unpaid assessments, reference is hereby made t the Engineer's Report and to the assessment diagram, and any amendments thereto, recorde in the office of the • City Engineer. I Jurisdiction is hereby reserved to issue bonds to represent all or a portion of th Assessments for which bonds are not being issued under this Resolution. I (a) The Bonds, in the aggregate Principal Amount set forth on Exhibit A, shall be issued as hereinafter provided, in accordance with, under and pursuant to the provisions of the Resolutions and the proceedings thereunder duly had and taken. (b) If the Government is the Original Purchaser of the Bonds, a single, fully -registered Bond may be issued to the Government, at its option, in lieu of serial, registered Bonds. If so issued, the single Bond shall mature in installments of the same principal amounts and on the same dates as the registered Bonds it represents. The aggregate principal amount of the single Bond shall not in such case exceed the aggregate payments by the Government therefor, as those payments are and the dates thereof are endorsed thereon, and a principal amount of the Bonds of the longest maturities equivalent, in appropriate multiples, to the difference between M such aggregate principal amount and such aggregate payments shall be deemed to b -q unissued. I Interest on the single Bond shall be determined on the Government's aggregate payments for the single Bond from the respective dates thereof, as those payments and dates thereof are endorsed on the single Bond, and shall be computed on the basis of a 365 -day year. Section it Maturities Of Bonds and Dated Date. Subject to the provisions of Section 2.03 for Bonds purchased by the Government, the Bonds shall be issued in only fully registered form, without coupons, in the Bond Denomination or any integral multiple thereof, so long as no Bond has more than one maturity date. The Bonds shall be dated as of the Closing Date, and shall mature on September 2 in each of the years and in the amounts set forth in the Exhibit A hereto. Section 2.05. Interest On Bonds. The Bonds shall bear interest at the respective rate or rates set forth in the Exhibit A hereto. Interest on the Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or wire transfer on or before each Interest Payment Date to the Owner, at the address of such Owner as it appears on the Bond Register. Principal of and premium (if any) on any Bond shall be paid upon presentation and surrender thereof at the Principal Office of the Agent. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. Interest shall be computed on the basis of a 360 -day year comprised of twelve 30 -day months. The Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication of the Bonds, except for any Bond which is authenticated on an Interes.1 Payment Date, in which event such Bond shall bear interest from such date of authentication, and except for any Bond which is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest from the date to which interest has previously been paid or made available for payment in full. The Bonds will continue to bear interest after maturity at their interest rates only if they are presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in the Redemption Fund. If not presented at maturity, interest will accrue on the Bonds only until maturity. Section 2.06. Designation of Agent. The Treasurer, at the Principal Office, is hereby designated as the Agent to perform the actions and duties required under this Resolution for the authentication, transfer, registration, and payment of the Bonds. So long as the Treasurer is responsible for the payment of the Bonds, any matters affecting change of ownership of the Bonds shall be communicated in writing by the City to the Treasurer within 3 days of such change. N Section 2.07. Form of Bonds. The Bonds, the form of Agent's certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective form set forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution. "CUSIP" identification numbers may be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of or pay for the Bonds. In addition, failure on the part of the City or the Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. The form of the single bond for the Bonds shall be substantially as set forth in Exhibit C hereto. Any single bond purchased by the Government shall not require CUSIP identification, unless otherwise requested by the Government. Section 2.08. Preparation And Delivery Of Bonds. The Treasurer is hereby directed to cause the Bonds to be prepared in accordance with this Resolution, and to cause their delivery upon their completion and execution to the Agent, who shall authenticate and deliver the Bonds to the Original Purchaser, upon receipt of the purchase price therefor, and upon receipt of the request of the City. Section 2.09. Execution Of Bonds. The Bonds shall be signed in the name and on behalf of the City with the manual or facsimile signatures of the Treasurer and attested by the manual or facsimile signature of the City Clerk. The Bonds shall then be delivered to the Agent for authentication. If any officer who has signed any of the Bonds ceases to be such officer before th Bonds so signed are authenticated or delivered by the Agent or issued by the City, those Bond may nevertheless be authenticated, delivered and issued and, upon such authenticatio delivery and issue, shall be as binding upon the City as though the individual who signed th same had continued to be such officer of the City. Also, any Bond may be signed on behalf the City by any individual who on the actual date of the execution of such Bond is the prope officer, even if on the nominal date of such Bond that individual was not such officer. I Only those Bonds that bear a certificate of authentication in substantially the form set forth in Exhibits B or C, manually executed by the Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Agent shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. The Agent's certificate of authentication on any Bonds shall be deemed to be executed by it if signed by the Agent or by an authorized officer or signatory of the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. 1 1pi;11111111liq # 11!1111 TOT, Mf (a) The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or M typewritten, shall be of such denominations as may be determined by the City Council and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the officers designated and in the manner provided in Section 2.09 hereof and be registered and authenticated by the Agent upon the same conditions and in substantially the same manner as the definitive Bonds. (b) If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the office of the Agent, and the Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds authenticated and delivered hereunder. Section 2.11. Transfer And Exchange Of Bonds. (a) Any Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Agent, duly executed. Whenever any Bond is surrendered for transfer, the Agent shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. (b) Bonds may be exchanged at the Principal Office of the Agent, for Bonds of the same tenor and maturity and of other authorized denominations. No Bonds the notice of redemption of which has been given pursuant to Section 2.14 shall be subject to transfer or exchange pursuant to this Section. 4V 4V W 4W 40 4V 4V W qW 4V W M �ft Alk Aft 4V MI Ift Aft Ak Ak Aw A& • "i i 40 40 M. Aft M been called for redemption, instead of issuing a substitute Bond the Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Agent). The City and the Agent may require payment of a reasonable fee for each new Bon issued under this Section and of the expenses which may be incurred by the City and the Agen Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be los destroyed or stolen shall constitute an original contractual obligation on the part of the Ci t whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable b anyone, and shall be equally and proportionately entitled to the benefits of this Resolution wit all other Bonds secured by this Resolution and any Supplemental Resolution. Section 2.14. Redemption Prior To Maturity. (A) General. Each Bond, or any portion thereof in the amount of the Bond Denomination or any integral multiple thereof Outstanding, may be redeemed and paid in advance of maturity upon any Interest Payment Date in any year by giving 30 days' notice by registered or certified mail or personal service to the Registered Owner as required by applicable provisions of the Bond Law, and by paying the principal amount thereof together with the Redemption Premium plus interest to the date of advanced maturity, unless sooner surrendered, in which event interest will be paid to the date of payment, all in the manner and as provided in the Bond Law. Neither the failure of any Registered Owner to receive redemption notice or any defect in such notice shall affect the sufficiency of the proceedings for redemption of Bonds called for redemption. (13) Procedure. The Treasurer shall cause the Bonds to be called for redemption and �etired as follows: (i) If the City deposits into the Prepayment Account of the Redemption Fund moneys sufficient to redeem the Bonds in full or in part in the Bond Denomination or any integral multiple thereof, the Treasurer shall redeem Bonds on a pro rata basis. (ii) Upon prepayment of Assessments in amounts sufficient to redeem Bonds in the Bond Denomination or any integral multiple thereof, the Treasurer shall redeem Bonds on a pro rata basis. (iii) ',T,,Thenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, the Treasurer shall apply those amounts to the redemption of all Outstanding Bonds. The Treasurer shall select bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds is approximately the same in each annual maturity. Within each annual maturity, Bonds shall be selected for retirement by lot. The provisions of Part 11. 1 of the Bond Law are applicable to the advance payment of 2ssessments and to the calling of the Bonds. (C) Government as Owner. If outstanding Bonds are owned by the Government, the Bonds are subject to call and redemption at any time at the principal amount thereof and accrued interest to the date of redemption, and notice of advanced maturity need not be M published nor the Redemption Premium be paid with respect to any such Bonds being called if expressly waived by the Government. If the Government is the Registered Owner of a fully -registered bond redeemed in part only, the Treasurer shall, upon surrender of the Bond, endorse thereon and in the record of the Bond a notation of such partial redemption and return the Bond to the Government. In lieu of surrendering such Bond redeemed in part only, the Government may, with the consent of the Treasurer, endorse thereon a notation • such partial redemption in the • provided on such • fully registered Bond. Section 2.15. Refunding Of Bonds. The Bonds may be refunded by the City pursuant to the procedures of Divisions 11 or 11.5 of the California Streets and Highways Code upon the conditions as set forth in appropriate proceedings therefor, all as determined by the City Council. Section 2.16. Engineer's Report. The Engineer's Report in the form on file with the City Clerk as of the date of this Resolution, including any changes and modifications to the assessments therein made since the approval of such Engineer's Report by the City Council, is hereby approved as filed and shall stand as the Engineer's Report for future proceedings of this Council for the Assessment District. L - - (a) The Bonds shall initially •' registered in the name of the Original Purchaser. In the future, the Bonds may be registered pursuant to a book -entry system administered by a securities depository with no physical distribution of Bond certificates to be made. The terms and conditions of such registration shall be set forth in a supplement to this Resolution. M ARTICLE III SALE AND DELIVERY OF BONDS Section 3.01. Sale Of Bonds. The sale of the Bonds to the Government is hereby 2pproved. (a) The Authorized Officers are hereby separately authorized and directed • execute • deliver the documents and instruments herein specified, with such additions thereto or changes therein as are approved by the Authorized Officer, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds. (b) The City Clerk is authorized to complete and to approve changes in any provisions of this Resolution and all of the Exhibits hereto in order to accomplish the delivery of any of the Bonds on schedule, and such changes may be accomplished by attachment of a certificate, executed by the City Clerk, to this Resolution on file in the office of the City Clerk. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the documents and instruments herein specified by the Authorized Officer. (c) The authorities contained in this Section 3.02 and Section 3.03 are subject to the conditions that any additions or changes may not: 11 qm rm 0 4 2018MM, (ii) result in an annual interest rate on the Bonds in excess of 6.00%; (iv) result in a maturity of the Bonds in excess of the 30 years from the Closing Date. 40 40 40 i Ift i Aft Alk i Aft .ft AM 40 AW W Ak 40 OMNI MAI 01' 40 14WO I to MI-OM444 I tv'Z4119 0 M Redemption Fund and the Reserve Fund created hereunder. Notwithstanding any othe" provision of this Resolution, the City is not obligated to advance available surplus funds from th City treasury to cure any deficiency in the Redemption Fund; provided, however, the City is n prevented, in its sole discretion, from so advancing funds. I M ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Application Of Proceeds Of Sale Of Bonds. The Agent shall set aside, pay over and deposit the proceeds of the sale of the Bonds, promptly upon receipt from the Original Purchaser, into the Improvement Fund as set forth in this Article IV and Exhibit A hereto. (a) Establishment and Funding. The Improvement Fund is hereby established as 9. separate fund to be held by the Treasurer to the credit of which deposits shall be made from the proceeds of the Bonds as required by Section 4.01. In addition, the City shall transfer to the Treasurer, for deposit in the Improvement fund, the cash prepayments of Assessments previously received by the City with respect to the Assessment District. (b) Disbursements. The Treasurer shall disburse moneys in the Improvement Fund for the following purposes: (ii) Paying or reimbursing the costs of acquiring and constructing the Project, including but not limited to all costs incidental to or connected with such acquisition and construction, and the repayment of any interim financing for the Project. Disbursements from the Improvement Fund shall be subject to the provisions of Sectio 5.07 hereof concerning private activity bond limitations. Any surplus remaining after payment all such costs and expenses shall be used as set forth in the proceedings pursuant to th I Resolutions and applicable provisions of the Act, and the Improvement Fund shall be closed. i (a) Establishment The Redemption Fund is hereby established as a separate fund t be held by the Treasurer to the credit of which deposits shall be made as required by Section 4.017 5.01 and, if applicable, Section 4.04 and any other amounts required to be deposite therein by this Resolution or the Bond Law. Moneys in the Redemption Fund shall be held b the Treasurer for the benefit of the City and the Owners of the Bonds, and shall be disbursed fo the payment of the principal of, and interest and any premium' on, the Bonds as provided below.)l (b) Prepayment Subaccount. Within the Redemption Fund, the Treasurer shall establish and maintain a Prepayment Subaccount, into which the Treasurer shall deposit any amounts representing the prepayment of Assessments after the issuance of the Bonds. The Treasurer shall apply amounts deposited in the Prepayment Subaccount to the early redemption of Bonds in accordance with Section 2.14, and shall administer the Prepayment Subaccount in accordance with the applicable provisions of the Bond Law. M (c) Disbursements. (i) On or before each Interest Payment Date, the Agent shall withdraw from th Redemption Fund and pay to the Owners of the Bonds the principal of, and interest and anl� premium, then due and payable on the Bonds. Five Business Days before each Intere Payment Date, the Agent shall determine if the amounts then on deposit in the Redemptio Fund are sufficient to pay the Debt Service due on the Bonds on such Interest Payment date. (ii) If the amounts on deposit in the Redemption Fund are insufficient for these purposes, the Treasurer shall withdraw from the Reserve Fund, to the extent of the amounts on deposill therein, the amount of such insufficiency, and shall transfer those amounts to the Redemption Fund. Amounts so withdrawn and deposited in the Redemption Fund shall be applied to the payment of the Bonds. (iii) If, after the foregoing transfers, there are insufficient funds in the Redemption Fund ts, pay the principal of, and interest and any premium, then due and payable on the Bonds, the Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds, and then to payment of principal due on the Bonds by reason of Bonds called for redemption under Section 2.14 hereof, in each case on a pro rata basis (based on the original principal amount of the Bonds). Section 4.04. Reserve Fund. (a) Establishment and Funding. The Reserve Fund shall be established and held b the Treasurer as a separate fund of the City for the benefit of the City and the Owners of th Bonds, to the credit of which deposits shall be made from the proceeds of the Bonds as require by Section The proceeds from redemption or sale of properties with respect to which payment of delinquent Assessments and interest thereon was made from the Reserve Fund shall be credited to the Reserve Fund. (b) Use of Fund. Except as otherwise provided in this Section 4.04, all amounts iteposited in the Reserve Fund shall be used and withdrawn by the Treasurer solely for the purposes of: (A) making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds under and to the extent set forth in Section 4.03, or (B) for the purpose of redeeming Bonds in accordance with subsection 4.04(dj (c) Transfers When Balances Exceed Outstanding Bonds; Closing of Funds. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Assessments shall be discontinued and the Treasurer shall liquidate the Reserve Fund and use the amounts therein to redeem the Outstanding Bonds under Section 2.14, and the Reserve Fund shall be closed. NIN If the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess shall be used in accordance with the Act and the Bond Law. (d) Transfer of Excess of Reserve Requirement. Whenever, on any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Treasurer shall, except as otherwise provided in Section 5.09 hereof for purposes of rebate, transfer an amount equal to the excess from the Reserve Fund into the Redemption Fund to be used in accordance with Part 16 of the Bond Law. Section 4.05. Investment Of Funds. Moneys in the Improvement Fund, the Redemption Fund (and the Accounts therein), and the Reserve Fund shall be invested in Authorized Investments, maturing on a date prior to which such moneys are expected to be required. Any income therefrom or interest thereon shall accrue to i•` deposited in the fund and account from which such moneys were invested. M ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Unpaid Assessments. The City shall comply with all requirements of the Act, the Bond Law and this Resolution to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent assessments. To that end, the following shall apply: Section 5.02. Foreclosure. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, cause to be commenced, and thereafter diligently prosecute, a foreclosure action in the superior court pursuant to and as provided in sections 8830 and 8835, inclusive, of the Bond Law, on the following conditions: no later than October 10 of each fiscal year, the Treasurer will determine the total amount of delinquency in the collection of Assessments for the prior Fiscal Year, and if the Treasurer determines that the total MIN amount of delinquency for the prior Fiscal Year was 5% or more of total of Assessments du I and payable in that Fiscal Year, the City will, within 150 days after such determination is mad commence an action to foreclose the lien of any assessment or installment thereof which ha been billed, but has not been paid, with respect to the prior Fiscal Year. I The Treasurer shall notify the City Attorney of any such delinquency of which th Treasurer is aware, and the City Attorney shall commence, or cause to be commenced, suc foreclosure proceedings. The City Attorney is hereby authorized to employ counsel to condu any such foreclosure proceedings without further action of the City Council. I l�, � I , Iq 11111i 4�!111111# ill--Ii-lilir, � Section 5.04. Punctual Payment; Compliance With Documents. The City shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Bonds in strict conformity with the terms of the Bonds and of this Resolution, and will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions. Section 5.05. No Priority For Additional Obligations. The City covenants that no additional bonds or other obligations shall be issued or incurred having any priority over the Bonds in payment of principal or interest out of the Assessments. Section 5.06. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Resolution. Section 5.07. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. Section 5.08. Federal Guarantee Prohibition. The City shall not take any action 0 permit or suffer any action to be taken if the result of the same would be to cause any of th( Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code. Section 5.09. Rebate Requirement. The City shall take any and all actions necessary t( assure compliance with section 148(f) of the Tax Code, relating to the rebate of exces, investment earnings, if any, to the federal government, to the extent that such section i: applicable to the Bonds. Section 5.10. No Arbitrage. The City shall not take, or permit or suffer to be taken b) the Agent or otherwise, any action with respect to the proceeds of the Bonds which, if suct action had been reasonably expected to have been taken, or had been deliberately an( intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to b( tf arbitrage bonds 11 within the meaning of section 148 of the Tax Code. Section 5.11. Yield Of The Bonds. In determining the yield of the Bonds to comply wit Section 5.09 and 5.10 hereof, the City will take into account redemption (including premium, E any) in advance of maturity based on the reasonable expectations of the City, as of the Closin M M* Date, regarding prepayments of Assessments and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or Bonds redeemed. Section 5.12. Maintenance Of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Bonds. Section 5.13. Amendment. Without the consent of the Owners of the Bonds, the City hereafter may amend this Resolution to add, modify or delete provisions if the same is necessary or desirable to assure compliance with Section 148(f) of the Tax Code relating to rebate of excess investment earnings or as otherwise required, to assure the exemption from federal income taxation of interest on the Bonds. Section 5.14 Small Issuer Exemption From Rebate. The City hereby represents that not more than $5,000,000 aggregate principal amount of obligations. the interest on which is excludable (under section 103(a) of the Tax Code) from gross income for federal income taxes (other than private activity bonds, as defined in section 141 of the Tax Code, except qualified 501(c)(3) bonds as defined in section 145 of the Tax Code), including the Bonds, has been or shall be issued by the City, including all subordinate entities of the City, during the calendar year 2012. Section 5.15 Small Issuer Exemption From Bank Nondeductibility Restriction. T City hereby designates the Bonds for purposes of paragraph (3) of section 265(b) of the Co and represents that not more than $10,000,000 aggregate principal amount of obligations th interest on which is excludable (under section 103(a) of the Code) from gross income for feder income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the Cod except certain qualified 501 (c)(3) bonds as defined in section 145 of the Code for which the an (ii) current refunding obligations to the extent the amount of the refunding obligation does n exceed the outstanding amount of the refunded obligation), including the Bonds, has been or wi be issued by the City, including all subordinate entities of the City, during the calendar yea 2012. A I IM61014PP1 0 Section 6.01. Deposit And Investment Of Moneys In Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Resolution and held by the Treasurer shall be invested by the Treasurer in Authorized Investments as directed pursuant to a Certificate of the City filed with the Treasurer at least tw* Business Days in advance of the making of such investments. Any fund or account required by this Resolution to be established by the Treasurer and held and maintained by the Treasurer or the Agent may be established and maintained in the accounting records of the Treasurer or the Agent either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practices and with due regard for the protection of the security of the Bonds and the rights of every Owner thereof. (A) Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject, however, to the requirements of this Resolution for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. (13) The Treasurer may act as principal or agent in the acquisition or disposition of any investment. The Treasurer shall incur no liability for losses arising from any investments made in accordance with this Resolution. (C) Investments in any and all funds and accounts may at the discretion of the Treasurer be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Treasurer hereunder; provided that the Treasurer shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Resolution. (D) The Treasurer shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it is necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Treasurer shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. (E) The Treasurer shall keep records or accounts of all expenditures or disbursements therefrom which records shall be available for inspection during business hours on any Business Day upon prior written request. M (A) Except as otherwise provided in subsection 6.02(B) below, the City covenants that all investments of amounts deposited in any fund or account under this Resolution, or otherwise containing gross proceeds of the Bonds (under section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that valuation is required by this Resolution or the Tax Code) at Fair Market Value. (13) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code and (unless valued at least annually) investments in each Reserve Fund shall be valued at their present value (under section 148 of the Tax Code). Section 6.03. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Resolution to be performed on the part of the City, the City Council, the Treasurer or the Agent is held by a court of competent jurisdiction to be contrary to law, then each such covenant or agreement, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Resolution or of the Bonds; but the Owner shall retain all the rights and benefits accorded to them under applicable provisions of law. 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 circumstances may be held by a court of competent jurisdiction to be unconstitutional, unenforceable or invalid. Section 6.04. Defeasance. Subject to the provisions of Section 2.15 hereof concerning refunding of the Bonds, the City may pay and discharge the entire indebtedness on all Bonds *utstanding in any one or more of the following ways: (A) by paying or causing to be paid the principal of and interest and any premium on, all Bonds Outstanding, as and when they become due and payable; (13) by depositing with the Agent, in trust, at or before maturity, money which, 'C together with the amounts then on deposit in the Redemption Fund provided for is fully sufficient to pay all Bonds Outstanding, including all principal, interest and any applicable redemption premiums, or (C) by irrevocably depositing with the Agent, in trust, cash and Federal Securities in such amount as the City determines, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the Redemption Fund, be fully sufficient to pay and discharge the indebtedness on all Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates. If any of the foregoing deposits has been made, and if the appropriate redemption notic has been given as required by this Resolution for any such Bonds that are to be redeemed prio to maturity, then, at the election of the City, and notwithstanding that any Bonds have not bee surrendered for payment, the pledge of the Assessments and other funds provided for in thi Resolution and all other obligations of the City under this Resolution with respect to al 9-W Outstanding Bonds shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, and all amounts owing to the Treasurer. Thereafter Assessments shall not be payable to the Treasurer. liq 1111111 1111111 in I Any funds thereafter held by the Treasurer upon payments of all fees and expenses of the Treasurer, which are not required for said purpose, shall be paid over to the City to be used by the City for the purposes permitted by the Act and the Bond Law. Section 6.05. Validity Of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the performance by any person or such person's obligation with respect to the Project. Section 6.06. Repeal Of Inconsistent Resolutions. Any resolution of the City Council, and any part of such resolution, inconsistent with this Resolution, is hereby repealed to the extent of such inconsistency. Section 6.07. Authority Of Treasurer. All actions mandated by this Resolution to be performed by the Treasurer may be performed by the duly appointed deputy or designee thereof, or such other official of the City duly designated and authorized by the City to act as Treasurer hereunder, or an independent contractor, consultant or trustee duly designated and authorized by the District to act as Treasurer hereunder. Section 6.08. Effective Date Of The Resolution. This Resolution shall become effective upon the date of its adoption. 1, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of the City of San Rafael held on the 6th day of August, 2012, by the following vote, to wit: AYES: COUNCILMEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips ESTHER C. BEIRNE, City Clerk BUS ANS91-alm CITY OF SAN RAFAEL Pt. San Pedro Road Median Landscaping Assessment District Limited Obligation Improvement Bonds, Series 2012 I moor, 591INFIEW01 Principal Amount Under Sections 1.01 and 2.03 the Principal Amount of the Bonds is 1p 1750,000. First Interest Payment Date. Under Section 1.01 , the first Interest Payment Date on the Bonds is March 2, 2013. Interest Rate. Under Section 2.05, the Bonds shall bear interest at the rate of 5.250% per annum. Application of Bonds Proceeds. Under Section 4.0 1, on the Closing Date, the proceeds of the Bonds disbursed by the Original Purchaser and received by the Treasurer on the Closing Date shall be deposited as follows: (a) To the Improvement Fund: $1,650,000.00; in addition, the Treasurer shall deposit $159,396.64 representing prepaid assessments into the Improvement Fund, for a total deposit of $1,809,396.64. us CITY OF SAN RAFAEL • Pedro .• Median • •• Assessment Limited Obligation i i Bonds, Series Maturity Total Date Principal 9/2/2913 521600 9/2/2914 55,900 9/2/2915 581800 9/2/2918 61,900 9/2/2917 651100 9/2/2918 681599 9/2/2919 721199 9/2/2929 751900 9/2/2021 79,999 9/2/2022 841109 9/2/2923 88,500 9/2/2024 93,200 9/2/2025 981000 9/2/2026 1031200 9/2/2027 108,600 9/2/2028 1141300 9/2/2029 1201300 9/2/2039 1261600 9/2/2931 1331300 9/2/2032 89,200 United States of America State of California County of Marin Registered Number -- CITY OF SAN RAFAEL Pt. San Pedro Road Median Landscaping Assessment District Limited Obligation Improvement Bonds, Series 2012 PRINCIPAL AMOUNT: ymmah"NWA DATED DATE CUSIP Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the Streets and Highways Code (the "Act"), the City of San Rafael (the "City"), County of Marin, State of California, will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of assessments made for the acquisition, work and improvements more fully described in proceedings taken pursuant to the resolution adopted by the City Council of the City on April 4, 2011, pay to the registered owner named above or registered assigns, on the maturity date stated above, the principal amount stated above, in lawful money of the United States of America and in like manner will pay interest from the Interest Payment Date (as defined below) next preceding the date on which this bond is authenticated, unless this bond is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this bond is authenticated and registered prior to March 2, 2013, in which event it shall bear interest from the dated date above until payment of the principal amount shall have been discharged, at the rate per annum stated above, payable semiannually on March 2 and September 2 (each an "Interest Payment Date) in each year commencing on March 2, 2013. Both the principal hereof and redemption premium hereon are payable upon surrender at the principal office of the Treasurer, as Authentication Agent, Registrar and Paying Agent (the "Agent"), in San Rafael, California, and the interest hereon is payable by check or draft mailed by first class mail to the registered owner hereof at the owner's address as it appears on the records of the Agent or at an address that has been filed with the Agent for that purpose as of the 15th day of the calendar month immediately preceding each Interest Payment Date (or by wire transfer made on such Interest Payment Date upon the written instructions of any registered owner of $1 000,000 or more in aggregate principal amount of Bonds delivered to the Agent prior to the 15th day of the calendar month immediately preceding such Interest Payment Date). This bond will continue to bear interest after maturity at the rate above stated; provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay same. If it is not presented at maturity, interest thereon will run until maturity. This bond shall not be entitled to any benefit under the Act and the Resolution Authorizing Issuance of Bonds (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 Agent. THE BONDS ARE QUALIFIED TAX-EXEMPT OBLIGATIONS DESIGNATED BY THE DISTRICT FOR THE PURPOSE OF SECTION 265(b) of the INTERNAL REVENUE CODE OF 1986. IN WITNESS WHEREOF, the City of San Rafael has caused this bond to be executed by the Finance Director and by the City Clerk, all as of the day of City Clerk M Finance Director, City of San Rafael M4 Z-41 Dated: 7 2012 q 1,1111111111111r; q !111111 111�1;1 lllq� ire Finance Director, City of San Rafae 2s Agent :03 Aam A The following abbreviations, when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within mentioned Bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the registration books of the Agent, power of substitution in the premises. NOTICE: The signature(s) on this assignment must correspond with the name(s) as written on the face of the registered Bond in every particular without alteration or enlargement or any change whatsoever. ANZWI� UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF MARIN -6) imond No. R - CITY OF SAN RAFAEL Pt. San Pedro Road Median Landscaping Assessment District •# Obligation Improvement Bonds, Series 2012 Under and by virtue of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of the State of California (the "Act"), the City of San Rafael (the "City"), County of Marin, State of California, for its Pt. San Pedro Road Median Landscaping Assessment District (the "Assessment District"), will, out of the Redemption Fund for the payment of the bonds issued upon the unpaid portion of the assessments made for the acquisition, work and improvements more fully described in the proceedings taken pursuant to the resolution adopted by the City Council of the City on April 4, 2011, pay to the City of San Rafael, or registered assigns, the sum of not to exceed: being the aggregate of the principal amount of the bonds herein speed, in installments of ; principal amounts in the years as follows: Maturity Bond Total Date Numbers Principal 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 912/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2120 W Maturity Bond Total Date Numbers Principal 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 9/2/20 with interest thereon from the date hereof at the rate of % per annum, all as is hereinafter specified, and at the office of City's Finance Director (herein, the "Treasurer"). This bond is issued in lieu of and represents the Bonds above mentioned, all of like, date, tenor and effect, but differing in amounts and maturities, and is issued by the City under said law for the purpose of providing means for paying for the acquisition, work and improvements described in said proceedings, and is secured by the moneys in said Redemption Fund and by the unpaid portion of the assessments made for the payment of said acquisition, work and improvements, and, including principal and interest, is payable exclusively out of the Redemption Fund. The interest is payable commencing on the 2nd day of March, 2013, and semiannually thereafter on the second days of September and March. The Bonds represented by this bond will continue to bear interest after their respective maturity dates at the rate above stated, provided there is not sufficient money in said redemption fund to pay same on their due dates, subject to the terms of the resolution providing for the issuance hereof. Both principal and interest shall be paid to the registered owner hereof by check or wire transfer sent to the address entered in the registration book maintained by the Treasurer for the registration and transfer of this bond, except that the final installment due thereon will be paid only upon the surrender of this bond to the Treasurer. W The principal of the Bonds represented by this bond may be redeemed and paid in advance of maturity by paying the principal amount thereof and accrued interest, as provided in the resolution providing for the issuance hereof. This bond shall not become valid or obligatory for any purpose under the Act or the Resolution Authorizing Issuance of Improvement Bonds and Related Actions adopted by the City Council of the City on 7 2012, and any supplements or amendments thereto (the "Resolution of Issuance") heretofore adopted by the City Council of the City until authenticated and registered as to principal and interest in said registry book and in the space provided on this bond. This bond may be transferred by the registered owner, in person or by duly authorized attorney in writing, upon surrender of this bond for registration of such transfer, together with a duly executed written instrument of transfer in form approved by the Treasurer. No transfer shall be valid until entered in said book and endorsed upon the back o this bond. Any owner of this bond subsequent to its original owner is hereby placed on notice of all payments of both principal of and interest on this bond prior to its transfer to such owner, and all subsequent owners hereof hereby acknowledge that they have ascertained the actual unpaid principal amount of this bond as of the date of transfer to them and hereby release the City from all obligation as to all principal and interest paid by the City prior to such date. This bond may be exchanged for fully registered bonds, of denominations, and in the itanner set forth in the Resolution of Issuance. This bond is a qualified tax exempt obligation, designated by the City for purposes of Section 265 (B) of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the City has caused this bond to be signed by the City Finance Director, and by the City Clerk, all on 1 9 U^ 12. Finance Director City of San Rafael ml rm-11mm, tm. This is the bond described in the Resolution of Issuance, which has been authenticated on 2012. Finance Director, City of San Rafael As Authentication Agent :03 m I hereby certify that the following is a correct copy of the signed legal opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, addressed to the City of San Rafael and on file in my office, dated the date of delivery of and payment for the Bonds therein described. City Clerk City of San Rafael AD lei f 4 MD This bond is registered in the name of the registered owner last entered below and both the principal of and interest on this bond are payable only to such Owner. Registry Name and Address of Signature of Date Reqistered Owner the Treasurer Record of Redemption in Advance of Maturity of Bonds Represented by this Bond The record of redemption in advance of maturity on the single bond is as follows: M --�Irincipal Maturity Date Amount (Sept.2) SOURCES AND USES OF FUNDS City of San Rafael Pt. San Pedro Assessment District (AD Property Prepayment Included) $145,000iYear Debt Service (5.25% Coupon) Private Placement with City Treasury 20 -Year Amortization Cap Max Principal at Original $1,750,000 Dated Date 08/31/2012 Delivery Date 08/31/2012 Bond Proceeds: Par Amount 1,750,000.00 Other Sources of Funds: Property Prepayments 159,396.64 15909,396.64 Uses: Project Fund Deposits: Construction Costs 1)463,925.50 Incidental Expenses 2121874.50 Contingency 731200.00 197503000.00 Other Fund Deposits: Debt Service Reserve Fund 100,000.00 Delivery Date Expenses: Cost of Issuance 591,396.64 11,909,396.64 Jul 3 1 2012 10:46 am Prepared by NHA Advisors 4.306 san rafael-PEDRO- 120731) Page 1 Jul 31, 2012 10:46 am Prepared by NHA Advisors (4.306sanrafael:PEDRO-120731) Page BOND DEBT SERVICE City of San Rafael Pt. San Pedro Assessment District (AD Property Prepayment Included) $145,000/Year Debt Service (5.25% Coupon) Private Placement with City Treasury 20 -Year Amortization Cap Max Principal at Original $1,750,000 Period Ending Principal Coupon Interest Debt Service 09/02/2012 09/02/2013 52,600 5.250% 921385.42 144,985.42 09/02/2014 551,900 5.250% 895113.50 145,013.50 09/02/2015 58,800 5.250% 86,178.76 1445978.76 09/02/2016 61,900 5.250% 831,091.76 144!1991.76 09/02/2017 65,100 5.250% 79,842.00 1441,942.00 09/02/2018 68,500 5.250% 76,424.26 144,924.26 09/02/2019 72, 100 5.250% 72,828.00 1441928.00 09/02/2020 751,900 5.250% 691,042.76 1445942.76 09/02/2021 79,900 5.250% 65,058.00 144,958.00 09/02/2022 84,100 5.250% 60,863.26 14451963.26 09/02/2023 88,500 5.250% 561,448.00 144,948.00 09/02/2024 93,200 5.250% 51,801.76 145,001.76 09/02/2025 981,000 5.250% 46,908.76 1441,908.76 09/02/2026 1031,200 5.250% 41,763.76 144,963.76 09/02/2027 108,600 5.250% 36,345.76 1441,945.76 09/02/2028 114,300 5.250% 30,644.26 144,944.26 09/02/2029 120,300 5.250% 24!1643.50 144,943.50 09/02/2030 126,600 5.250% 181327.76 144,927.76 09/02/2031 133,300 5.250% 111681.26 144,981.26 09/02/2032 89,200 5.250% 41683.00 9303.00 1,750,000 1,098,075.54 21848,075.54 Jul 31, 2012 10:46 am Prepared by NHA Advisors (4.306sanrafael:PEDRO-120731) Page BOND DEBT SERVICE City of San Rafael Pt. San Pedro Assessment District (AD Property Prepayment Included) $145,,000/Year Debt Service (5.25% Coupon) Private Placement with City Treasury 20 -Year Amortization Cap Max Principal at Original $1,750,000 Period Ending Principal Coupon Interest Debt Service Annual Debt Service 08/31/2012 03/02/2013 461447.92 46,447.92 09/02/2613 52,600 5.250% 45,937.50 98,537.50 144,985.42 03/02/2014 44,556.75 449556.75 09/02/2014 55,900 5.250% 44,556.75 1005456.75 145,013.50 03/02/2015 4309.38 431,089.38 09/02/2015 58,800 5.250% 43!089.38 1011,889.38 1441978.76 03/02/2016 411,545.88 411545.88 09/02/2016 61N0 5.250% 411,545.88 103,445.88 144!,991.76 03/02/2017 391,921.00 3%92 1.00 09/02/2017 65,100 5.250% 39,921.00 105,021.00 144,942.00 03/02/2018 381212.13 38,1212.13 09/02/2018 68,500 5.250% 38,212.13 1061712.13 144,924.26 03/02/2019 361,414.00 36,414.00 09/02/2019 72,100 5.250% 36,414.00 108,514.00 1441,928.00 03/02/2020 34,521.38 34,521.38 09/02/2020 75,900 5.250% 341521.38 110,421.38 144,942.76 03/02/2021 32,529.00 32,529.00 09/02/2021 79,900 5.250% 321,529.00 112,429.00 144,958.00 03/02/2022 30,431.63 309431.63 09/02/2022 84,100 5.250% 30,431.63 114!1531.63 144,963.26 03/02/2023 281,224.00 28,224.00 09/02/2023 88,500 5.250% 28,224.00 116,724.00 144!948.00 03/02/2024 25,900.88 25,900.88 09/02/2024 93,200 5.250% 25,900.88 119,100.88 1451001.76 03/02/2025 23,454.38 23,454.38 09/02/2025 98,000 5.250% 231454.38 121,454.38 144,908.76 03/02/2026 20,881.88 2001.88 09/02/2026 103,200 5.250% 20,881.88 1241081.88 144,963.76 03/02/2027 181172.88 18,172.88 09/02/2027 108,600 5.250% 181172.88 126,772.88 144,945.76 03/02/2028 15,322.13 151322.13 09/02/2028 114,300 5.250% 15,322.13 129,622.13 144,944.26 03/02/2029 121,321.75 12,321.75 09/02/2029 120,300 5.250% 12,321.75 1321,621.75 144,943.50 03/02/2030 911633.88 91,163.88 09/02/2030 126,600 5.250% 9,163.88 135i763.88 1441,927.76 03/02/2031 5,840.63 5,840.63 09/02' '2031 133,300 5.250% 51,840.63 139,140.63 144!,981.26 03/02/2032 2,341.50 21341.50 09/02/2032 89,200 5.250% 2,341.50 911,541.50 93,883.00 1,750�000 L Jul 31, 2012 10:46 am Prepared by NHA Advisors (4.306sanrafael:PEDRO-1207'51) Page City of San Rafael Pt. San Pedro Assessment District (AD Property Prepayment Included) $145,000/Year Debt Service (5.25% Coupon) Private Placement with City Treasury 20 -Year Amortization Cap Max Principal at Original $1,750,000 Date Total Debt Service Debt Service Reserve Fund Net Debt Service 03/02/2013 46,447.92 1,011.11 451436.81 09/02/2013 98,537.50 1,000.00 97,537.50 03/02/2014 44,1556.75 1,000.00 431,556.75 09/02/2014 100,456.75 1,000.00 99,456.75 03/02/2015 431,089.38 1,000.00 42,089.38 09/02/2015 1011889.38 1,000.00 100,889.38 03/02/2016 411545.88 11,000.00 40,545.88 09/02/2016 1031,445.88 1,000.00 102 445.88 03/02/2017 391,921.00 1,000.00 38X1.00 09/02/2017 1051,021.00 11000.00 104,021.00 03/02/2018 38,212.13 1,000.00 371,212.13 09/02/2018 106,712.13 1,000.00 1051712.13 03/02/2019 36,414.00 11000.00 35,414.00 09/02/2019 108,514.00 1,000.00 107,514.00 03/02/2020 341521.38 1,000.00 339521.38 09/02/2020 110,421.38 1,000.00 109,421.38 03/02/2021 321,529.00 11000.00 31,529.00 09/02/2021 1121429.00 1,000.00 111 429.00 03/02/2022 301431.63 111000.00 29!1431.63 09/02/2022 1141,531.63 1,000.00 113,531.63 03/02/2023 28,224.00 11,000.00 27,224.00 09/02/2023 1161724.00 11000.00 1151724.00 03/02/2024 25,900.88 1,000.00 24!,900.88 09/02/2024 119,100.88 11,000.00 118,100.88 03/02/2025 233454.38 13000.00 22,454.38 09/02/2025 121,454.38 1,000.00 120!1454.38 03/02/2026 201881.88 1,000.00 19,881.88 09/02/2026 12401.88 1,000.00 123,081.88 03/02/2027 18,172.88 1p0.00 17,172.88 09/02/2027 126,772.88 1,000.00 125,772.88 03/02/2028 15,322.13 11000.00 14,322.13 09/02/2028 129,622.13 1,000.00 128,622.13 03/02/2029 12,321.75 1,000.00 11,321.75 09/02/2029 132fi21.75 1,000.00 131 621.75 03/02/2030 9,163.88 1,000.00 8,163.88 09/02/2030 1351,763.88 1,000.00 134 763.88 03/02/2031 5,840.63 1,000.00 4,840.63 09/02/2031 139,140.63 1,000.00 138,140.63 03/02/2032 21341.50 1,000.00 1,341.50 09/02/2032 91,541.50 101,000.00 (9,458.50) 21848,075.54 1401011.11 21708,064.43 Jul 31, 2012 10-46 am Prepared by NHA Advisors ( 4.306 san rafael: PEDRO- 12073 1) Page 14,3411IN I Nrlfl N I k 91 Jul 31,2012 10-46 am Prepared by NHA Advisors 4.306 san rafael: PEDRO- 12073 1) Page W City of San Rafael Pt. San Pedro Assessment District (AD Property Prepayment Included) $145,000/Year Debt Service (5.25% Coupon) Private Placement with City Treasury 20 -Year Amortization Cap Max Principal at Original $1,750,000 Cost of Issuance V1000 Amount Bond Counsel 17.14286 3000.00 Bond Counsel Expenses 1.14286 2,000.00 Financial Advisor 14.28571 2500.00 Miscellaneous 1.36951 21396.64 33.94094 59,396.64 Jul 31,2012 10-46 am Prepared by NHA Advisors 4.306 san rafael: PEDRO- 12073 1) Page W CITY OF SAN RAFAEL INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA/ SRCC AGENDA ITEM No. 4.a DATE OF MEETING: August 6, 2012 FROM: Mark Moses DEPARTMENT: Finance DATE: July 30, 2012 TITLE OF DOCUMENT: Resolution Authorizing the Issuance by the City of San Rafael of the Pt. San Pedro Road Median Landscaping Assessment District Limited Obligation Bonds in the Initial Aggregate Principal Amount not to Exceed $1,750,000 in Connection with the Construction of Median Landscaping Improvements that will Benefit the Assessment District Property Owners Department Head (signature) APPROVED AS COUNCIL / AGENCY AGE 14D1 I 'I N -11F I I 1I I 11 8.011 V it L...' REMARKS- APPROVED AS TO FORM: 7) City Attorney (signature)