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HomeMy WebLinkAboutCC Resolution 4368RESOLUTION NO. 4368 RESOLUTION PROVIDING FOR THE ISSUANCE OF $2,250,000 PRINCIPAL AMOUNT OF "CITY OF SAN RAFAEL OPEN SPACE BONDS;" DESCRIBING THE BONDS; AUTHORIZING THEIR EXECUTION; PROVIDING FOR THE LEVY OF A TAX TO PAY PRINCIPAL AND INTEREST THEREON; AND DIRECTING NOTICE OF SALE OF THE BONDS TO BE GIVEN WHEREAS, all the requirements of law have been complied with in calling and holding the special municipal bond election held in the City of San Rafael on September 19, 1972, at which election a measure to issue bonds of the City in the principal amount of $2,250,000 for the object and purpose hereinafter stated was submitted to the voters of the City; and.the Council of the City did duly and regularly canvass the returns of the election and did by said canvass determine and declare, and does hereby certify, that the measure received at the election the affirmative vote of more than two-thirds of all of the voters voting on the measure at the election and the measure was carried and adopted by the election, and the issuance of such bonds by the City for the purpose set forth in the measure was duly authorized: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael as follows: 1. The Council has reviewed all proceedings heretofore taken relative to the authorization of the bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be per- formed precedent to and in the issuance of the bonds have existed, hap- pened and been performed in due time, form and manner as required by law, and the City is now authorized pursuant to each and every require- ment of law to issue the bonds and incur indebtedness in the manner and form as in this resolution provided. 2. Bonds of the City shall issue to pay the cost of the ac- quisition of open space set forth in the following measure, to wit: MEASURE: Shall the City of San Rafael, Acquisition of County of Marin, State of Open Space California, incur a bonded in- debtedness in the principal amount of $2,250,000.00 for the purpose of raising money for the acquisition of "open space" or "open area" for the use and enjoyment of the people of San Rafael? 3. The bonds shall be issued as hereinafter set forth, and shall be sold in accordance with law at not less than their par value and accrued interest. The bonds shall be X2,250,000 in principal amount and shall be known as "City of San Rafael Open Space Bonds." The bonds shall be negotiable in form and of the character known as serial; shall be numbered consecutively from 1 to 450, in order of maturity; and shall be of the denomination of $5,000 each. The.bonds shall be dated March 1, 1973 (which is hereby fixed and determined to be the date of the issuance of the bonds). All of the bonds shall bear interest from their date until paid at the rate or rates desig- nated by the Council at the time of the sale of the bonds, but not to exceed seven per cent (7%) per annum, payable semiannually. Such in- terest shall be evidenced by coupons attached to each bond, and each cf said coupons shall represent six months interest on the bond to which it is attached. Said -interest coupons shall be payable on January 1 and July 1 in each year until and at the respective dates of maturity of the bonds. The bonds shall mature and be payable in consecutive numerical order, from lower to higher, as follows: Principal Maturity Date (July 1) Amount All years inclusive $ 10,000 1.974 60,000 1975 70,000 1976 80,000 1977 85,000 1978 90,000 1979 90,000 1980 -2- Principal Maturity Date (July 1) Amount All years inclusive $ 95,000 1981 100,000 1982 110,000 1983 115,000 1984 120,000 1985 125,000 1986 135,000 1987 140,000 1988 150,000 1989 155,000 1990 165,000 1991 170,000 1992 185,000 1993 Both the principal of and interest on the bonds shall be pay- able in lawful money of the United States of America at the principal office of Bank of America National Trust and Savings Association, in San Francisco, California, the Paying Agent of the City. The City covenants that it will, while any of the bonds are outstanding and unpaid, keep at the office of the Paying Agent books for the registration of the bonds as herein provided, and the Paying Agent is hereby appointed the registrar of the City for the purpose of regis- tering the bonds. The bonds may be registered only as to both principal and interest in the manner set forth in the registration certificate herein contained pertaining to such bonds. Bonds registered as to both prin- cipal and interest may be discharged from registration and converted into coupon bonds. A person in whose name a bond shall be registered shall be deemed the absolute owner and, so long as the same shall be registered as to principal and interest, payments of or on account of the principal and interest thereof shall be made only to the registered owner, but the bearer of any coupon appertaining to an unregistered bond or to a bond registered to bearer shall be deemed the absolute owner of such coupon, and the bearer of any unregistered bond or a bond registered to bearer shall be deemed the absolute owner of such bond, and the City and the Paying Agent shall be fully protected in making payment -3- of such unregistered bond or coupon to the bearer thereof. In all cases in which the privilege of transferring, regis- tering or reconverting a bond is exercised (except for the first regis- tration of any bond, which shall be free of charge), the Paying Agent may make a charge sufficient to reimburse it.for any tax, fee or other governmental charge required to be paid by the City or the Paying Agent in connection therewith, and in addition may charge a reasonable sum for its costs and expenses in the reconversion of any such bond regis- tered as to both principal and interest into a bond the principal and interest of which is payable to bearer, not exceeding $5 per $5,000 principal amount of bonds so converted, which sum or sums shall be paid by the person requesting such transfer, registration or reconversion. 4. The bonds and the coupons attached thereto and the regis- tration endorsement to appear thereon shall each be substantially in the following form, the blanks in said forms to be filled with appro- priate words or figures, namely: -4- (Form of Bond) UNITED STATES OF AMERICA STATE OF CALIFORNIA MARIN COUNTY CITY OF SAN RAFAEL OPEN SPACE BOND "0 $5,000 The City of San Rafael, a municipal corporation organized and existing under the Constitution and laws of the State of Cali- fornia (the "City"), hereby acknowledges itself indebted and for value received promises to pay to the bearer (or if this bond be registered, to the registered owner hereof), on July 1, 19 , (subject to any right of prior redemption reserved herein) the principal sum of FIVE THOUSAND DOLLARS ($5,000) together with interest thereon from the date hereof until payment of said principal sum in full, at the rate of per cent ( %) per annum, payable semiannually on January 1 and July 1 of each year. Unless this bond be registered, such interest on or prior to maturity shall be payable only on presentation and surrender of the proper interest coupons hereto attached as they respectively become due. Both the principal of and interest on this bond are payable in lawful money of the United States of America at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, paying agent for the City of San Rafael. This bond is one of a duly authorized issue of bonds of the City aggregating Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in principal amount, all of like tenor (except for such variations, if any, as may be required to designate varying numbers, maturities or interest rates) and is issued under and pursuant to the Constitution and statutes of the State of Cali- fornia, and under and pursuant to the ordinance and proceedings of the City duly adopted and taken and a vote and assent of more than two-thirds of all the qualified electors of the City voting at a special election duly called and held for that purpose. Bonds maturing by their terms on or prior to July 1, 1983 are not subject to redemption prior to their fixed maturity dates. Bonds maturing by their terms on or after July 1, 1984 are subject to redemption prior to their fixed maturity dates, at the option of the City, as a whole or in part in inverse numerical order from higher to lower, on July 1, 1983, but not prior thereto, and on any interest payment date thereafter prior to their fixed maturity date or dates, at the principal amount thereof and accrued interest thereon to date of redemption, to- gether with a premium equal to the sum of one-quarter of one per cent (1/4 of 1%) of the principal amount of each bond so redeemed for each year or fraction thereof remaining between the date of redemption and the stated maturity date. -5- This bond may be registered in the manner provided in the resolution providing for the issuance of this bond adopted by the City Council of the City of San Rafael on January 15, 1973, and thereafter the principal hereof and interest hereon shall be payable only to such registered owner; provided, how- ever, that it may be discharged from registration and con- verted into a coupon bond as provided in said resolution. Un- less the bond is so registered it shall be transferable by delivery. It is hereby certified, recited and declared that all conditions, things acid acts required by law to exist, happen and be performed precedent to and in the issuance of this bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this bond together with all other indebtedness of the City, does not exceed any limit pre- scribed by the Constitution or statutes of said State, and that provision has been made as required by the Constitution and statutes of said State for the collection of an annual tax suffi- cient to pay the principal of and interest on this bond as the same become due. The full faith and credit of the City are hereby pledged for the punctual payment of the principal of and interest on this bond. IN WITNESS WHEREOF, the City of San Rafael has caused this bond to be executed under its official seal, signed by its Mayor and its Treasurer, and countersigned by its City Clerk, and has caused the interest coupons attached hereto to be signed by its Treasurer, and this bond to be dated March 1, 1973. Mayor of the City of San Rafael (SEAL) Treasurer of the City of San Rafael Countersigned: City Clerk of the City of San Rafael (Form of Interest Coupon) Coupon No. The CITY OF SAN RAFAEL ON 1, 19 will (unless the within -mentioned bond be registered) pay to the bearer at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, the sum set forth hereon in lawful money of the United States of America, being inter- est then due on its Open Space Bond, dated March 1, 1973. Treasurer of the City of San Rafael No. (Form of Registration Certificate) This bond may be registered in the name of the owner on books kept by the Paying Agent of the City, as to principal and interest upon surrender of the unmatured coupons attached hereto, such registration being noted hereon by said Paying Agent in the registration blank below, after which no transfer shall be valid unless made on said books by the registered owner or attorney duly authorized and similarly noted in the registration blank below. At the request of the registered owner, this bond, if converted into a registered bond, may be reconverted into a coupon bond at the expense of the owner and such coupon bond may again be converted into a bond registered as to both principal and interest as hereinabove provided at the expense of the owner. Upon reconversion of this bond, if reg- istered as to principal and interest, into a coupon bond, coupons representing the interest to accrue hereon to date of maturity shall be reattached hereto by said Paying Agent and said Paying Agent shall note in the registration blank below that the bond is payable to bearer. NOTE: There must be no writing in the space below except by the Paying Agent. SIGNATURE OF AUTHORIZED DATE OF NAME OF ADDRESS OF OFFICER OF REGISTRATION REGISTERED OWNER REGISTERED OWNER PAYING AGENT -7- 5. The Mayor and the Treasurer are hereby authorized and directed, respectively, as such officers, to execute each of the bonds on behalf of the City, and the Clerk, or one or more or her deputies, is hereby authorized and directed to countersign each of the bonds and to affix the official seal of the City thereto. Such seal may be printed, engraved, stamped, or otherwise placed by facsimile thereon. The Mayor and Treasurer are hereby each authorized to cause the bonds to be signed by printed, lithographed or engraved facsimile signature. The Treasurer is hereby authorized and directed.to sign each of the interest coupons by printed, lithographed or engraved fac- simile signature. Such signing, countersigning and sealing as herein provided shall be a sufficient and binding execution of the bonds and coupons by the City, and all such signatures and countersignatures, ex- cepting that of the Clerk on the bonds, may be printed, lithographed or engraved. In case any of such officers whose signatures or counter- signatures appear on the bonds or coupons shall cease to be such officer before the delivery of the bonds to the purchaser, such signature or countersignature shall nevertheless be valid and sufficient for all pur- poses the same as though he had remained in office until the delivery of the bonds. 6. For the purpose of paying the principal of and interest on the bonds, the Council shall, at the time of making the general tax levy after incurring the bonded indebtedness, and annually thereafter until the bonds are paid or until there is a sum in the treasury set apart for that purpose sufficient to meet all payments of principal and interest on the bonds as they become due, levy and collect a tax sufficient to pay the interest on the bonds and such part of the prin- cipal as will become due before the proceeds of a tax levied at the next general tax levy will be available. Such taxes shall be levied and collected as other City taxes and shall be in addition to all other taxes and shall be used only for payment of the bonds and interest M:Im thereon. Said taxes as collected shall be forthwith paid into the fund for which the same were levied and collected and which shall be designated "City of San Rafael Open Space Bond Interest and Redemption Fund," and all sums to become due for the principal of and interest on the bonds shall be paid from such fund. There shall likewise be de- posited in said fund any moneys received on account of any premium paid on the bonds and interest accrued on the bonds from their date to the date of delivery and actual payment of the purchase price thereof. When all of the principal of and interest on all of the bonds have bean paid, any balance of money then remaining in said fund shall be transferred to the general fund of the City. 7. There is hereby created and established a fund to be known as the "City of San Rafael Open Space Acquisition Fund," which shall be kept by the Treasurer and all proceeds of the sale:of the bonds (except premium and accrued interest received on such sale) shall be placed by the Treasurer to the credit of said fund and shall be kept separate and distinct from all other municipal funds, and shall be applied exclusively to the purposes and objects specified in the measure set forth in Paragraph 2 of this resolution; provided, however, that when such purposes and objects have been accomplished, any moneys remaining in said fund shall be transferred to the City of San Rafael Open Space Bond Interest and Redemption Fund and be used for the payment of the principal of and interest on the bonds. 8. The Clerk is directed to cause a sufficient number of blank bonds and coupons of suitable quality to be lithographed, printed or engraved, and to cause the blank spaces thereof to be filled in to comply with the provisions hereof, and to procure their execution by the proper officers, and to deliver them, when so executed, to the Treasurer who shall safely keep the same until they shall be sold by the Council, whereupon he shall deliver them to the purchaser or purchasers am thereof, on receipt of the purchase price. The Mayor, Treasurer and Clerk are further authorized and directed to make, execute and deliver to the purchaser of the bonds a signature and no -litigation certificate in the form customarily required by purchasers of municipal bonds, cer- tifying to the genuineness and due execution of the bonds and further certifying to all facts within their knowledge relative to any litiga- tion which may or might affect the City, said officers or the bonds, and the Treasurer is further authorized and directed to make, execute and deliver to the purchaser of the bonds a receipt in the.form customarily required by purchasers of municipal bonds, evidencing the payment of the purchase price of the bonds, which receipt shall be conclusive evi- dence that said purchase price has been paid and has been received by the City. Any purchaser or subsequent taker or holder of the bonds is hereby authorized to rely upon and shall be justified in relying upon such signature and no -litigation certificate and such receipt with res- pect to the bonds executed pursuant to the authority of this resolution. 9. All of the bonds shall be offered for public sale by the Council on the date hereinafter specified and the Clerk is hereby authorized and directed to cause a notice of the sale of the bonds to be published once in the INDEPENDENT JOURNAL, a newspaper published in the City. Such notice shall be substantially in the following form, to wit: -10- OFFICIAL NOTICE INVITING BIDS FOR THE PURCHASE OF BONDS, SAN RAFAEL OPEN SPACE, CITY OF SAN RAFAEL, MARIN COUNTY, CALIFORNIA NOTICE IS HEREBY GIVEN that sealed proposals will be re- ceived by the City Clerk of the City of San Rafael, Marin County, California, located in the City Hall, 1400 Fifth Avenue, San Rafael, California, for the purchase of $2,250,000.00 principal amount of General Obligation bonds for San Rafael Open Space, City of San Rafael, Marin County, California. Said bids will be publicly opened, examined and declared at the following time and place: TIME AND DATE 2:00 P.M., MONDAY, FEBRUARY 5, 1973 nP RTn nPRWTMa - AUTHORITY The bonds are authorized by vote of two-thirds of AMTI PTTPPngR - the qualified voters voting at a special municipal bond election held for the purpose of authorizing bonds for the acqui- sition of open space, which election was held on September 19, 1972. AMOUNT OF $2,250,000.00 consisting of bonds numbered con - ISSUE AND DENOMINATION: secutively from 1 to 450, inclusive, in denomi- nations of $5,000 each. DATE OF BONDS: The bonds are dated March 1, 1973. SCHEDULE OF MATURITY SCHEDULE MATURITIES: Principal July 1 Maturing 1974 $ 10,000 1975 60,000 1976 70,000 1977 80,000 1978 85,000 1979 90,000 1980 90,000 1981 95,000 1982 100,000 1983 110,000 1984 115,000 1985 120,000 1986 125,000 1987 135,000 1988 140,000 1989 150,000 1990 155,000 1991 165,000 1992 170,000 1993 185,000 -11- The bonds mature serially on July 1 of each year commenc- ing in 1974. Interest is payable for the first ten months on January 1, 1974, and thereafter interest is payable semi-annually on January 1 and July 1 of each year. Both principal and interest on the bonds are payable at the San Francisco main office of the Bank of America N.T. & S.A., paying agent of the City of San Rafael. The maximum interest rate is seven per cent (70) per annum. REDEMPTION Bonds maturing by their terms on or prior to PROVISIONS: July 1, 1983 are not subject to redemption prior to their fixed maturity dates. Boncb maturing by their terms on or after July 1, 1984 are subject to redemption prior to their fixed maturity dates, at the option of the city, as a whole or in part in inverse numerical order from higher to lower, on July 1, 1983, but not prior thereto, and on any interest payment date there- after prior to their fixed maturity date or dates, at the principal amount thereof and accrued interest thereon to date -of redemption, together with a premium equal to the sum of one-quarter of one per cent (1/4 of 1%) of the principal amount of each bond so re- deemed for each year or fraction thereof remaining between the date of redemption and the stated maturity date. REGISTRATION: The bonds will be coupon bonds, and will be re- gistrable only as to both principal and inter- est. The bonds are subject to de -registration and re -registration. LEGAL The legal opinion of Messrs. Sturgis, Den-Dulk, OPINION: Douglass & Anderson, Oakland, California, and Mudge Rose Guthrie & Alexander, New York, New York, attesting to the validity of the bonds will be supplied free of charge to the successful bidder for the bonds. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each bond without charge to the successful bidder. -12- SECURITY: The bonds are general obligations of the City of San Rafael, and the City has the power and is obligated to levy annual ad valorem taxes for payment of prin- cipal and interest on the bonds on all property within the City subject to taxation by the City (except certain personal property which is taxable at limited rates) without limitation as to rate or amount. HIGHEST BID: Bidders are requested to name the interest rate or rates not exceeding seven per cent (7%) per annum in multiples of 1/8 or 1/20 of one per cent (1%). Each bidder must specify in his bid the amount and maturities of the bonds of each rate and all bonds maturing on the same date must bear interest at the same rate. No=rate may be more than one and one-half per cent (1-1/2%) higher than the lowest rate named in the bid. A zero rate cannot be named for all or any of the time from the date of the bond to its stated maturity and the premium, if any, must be paid in the funds specified for payment of the bonds as part of the purchase price. No bid for less than par and accrued interest or for less than all of the bonds offered will be entertained. Unless all bids are rejected, the bonds will be awarded to the bidder whose proposal results in the lowest net interest cost to the issuer, and the net interest cost will be determined by deducting the amount of any premium paid from the aggregate amount of interest upon all of the bonds from their date until their respective maturities. RIGHT OF The City of San Rafael reserves the right at RRJRCTTnN its discretion to reject any and all bids and to waive any irregularity or informality in any bid. Any bid must be in strict conformity with this Official Notice Inviting Bids, and without any qualification. -13- PROMPT The City of San Rafael will take action award - AWARD: ing the bonds or rejecting all bids not later than twenty-four (24) hours after expiration of the time herein prescribed for the receipt of proposals. DELIVERY Delivery of the bonds will be made to the suc- AND PAYMENT: cessful bidder at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, as soon as the bonds can be prepared, but not prior to the date of the bonds. Payment of the purchase price of the bonds must be made in funds immediately available to the City in San Francisco, California. FORM OF BID: All bids must be for not less than all of the bonds herein offered for sale. Each bid, to- gether with bidder's check, must be enclosed in a sealed envelope addressed to the City Clerk of the City of San Rafael, and endorsed, "Proposal for Bonds, San Rafael Open Space, City of San Rafael, Marin County, California." BID CHECK: With each bid must be submitted a certified check or cashier's check for $15,000.00 drawn on a bank or trust company transacting business in the State of California, payable to the order of the City of San Rafael to secure the City of San Rafael from any loss resulting from the failure of the bidder to comply with the terms of his bid. Checks of the unsuccessful bidders will be returned by mail upon the award of the bonds. Check of successful bidder will be credited upon the purchase price of the bonds, and no interest will be paid upon the deposit of any successful bidder. Check of the successful bidder will be forfeited to City if the bidder fails to pay for and take delivery of the bonds within the time provided for in this notice as liquidated damages. -14- TAX EXEMPT: In the opinion of bond counsel, the interest on the bonds is exempt from present federal income taxes and from State of California personal income taxes under existing statutes, regulations, and court decisions; and the bonds are exempt from all California taxes except inheritance, gift, and franchise taxes. LEGALITY It is believed that the bonds will constitute FOR INVESTMENT: legal investments in California for all trust funds, and for the funds of all insurance companies, commercial and savings banks, trust companies, and state school funds. The bonds are eligible as security for deposits of public moneys in California. NO -LITIGATION The City of San Rafael will furnish to the CERTIFICATE: successful bidder, at the time of delivery of the bonds, a no -litigation certificate, certifying that there is no controversy or litigation pending or threatened concerning the validity of the bonds. DATED: January 15, 1973 09-C MARION A. GRADY, City Clerk, City of San Rafael, Marin County, California I HEREBY CERTIFY that the foregoing Resolution was duly and regularly adopted by the City Council of the City of San Rafael, Marin County, California, at a regular meeting thereof, held on the 15th day of January, 1973, by the following vote, to wit: AYES: Councilmen: Jensen, Miskimen, Mulryan and Mayor Bettini NOES: Councilmen: None ABSENT: Councilmen: None MARION A. GRADY, City Clerk, City of San Rafael, Marin County, California RtNte bUrtU'-)�u - L'epury miry Clerk -16-