HomeMy WebLinkAbout1988-07-19; City Council; Resolution 88-222.'I II 0 0
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RESOLUTION NO. 88-222
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING ISSUANCE OF BONDS, APPROVING BOND INDENTURE AND OF STATEMENT FOR A SPECIAL ASSESSMENT DISTRICT.
WHEREAS, the CITY COUNCIL of the CITY OF CAR
CALIFORNIA, is conducting proceedings for the construct:
certain public improvements in a special assessment di
pursuant to the terms and provisions of. the I'Mun
Improvement Act of 1913", being Division 12 of the Stree
Highways Code of the State of California, said s
assessment district known and designated as ASSESSMENT DI
NO. 86-1 (PALOMAR AIRPORT ROAD) (hereinafter referred to
#'Assessment District") ; and,
WHEREAS, this legislative body has previously decla
its Resolution of Intention to issue bonds to financc
improvements, said bonds to issue pursuant to the ten
provisions, of the I1Improvement Bond Act of 191518, being Di
10 of said Code; and,
WHEREAS, at this time this legislative body is de
to set forth all formal terms and conditions relating '
authorization, issuance and administration of said bonds;
WHEREAS, there has been presented, considered and
for approval a bond indenture setting forth formal ten
conditions relating to the issuance and.sale of bonds; and
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WHEREAS, there has also been presented an Of
Statement containing information including but not limil
the Assessment District and the type of bonds, including
and conditions thereof.
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
SECTION 1. That the above recitals are true and co
SECTION 2. That this legislative body does authori
issuance of bonds pursuant to the terms and provisions 1
"Improvement Bond Act of 191511, being Division 10 of the S
and Highways Code of the State of California, and does exp
approve the BOND INDENTURE substantially in the form pre
herein, subject to modifications as necessary and as appro
the City Manager. A copy of said BOND INDENTURE shall b
on file with the transcript of these proceedings and. opc
public inspection, with final approval conclusively eviden
the City Manager's execution. Said bonds shall be issuc
subject to the terms and conditions in said approved
Indenture.
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SECTION 3. That the Official Statement, as preparl
submitted, is hereby approved and adopted, and the executi
distribution is hereby authorized. A copy of said Of
Statement shall be kept on file with the transcript of
proceedings and remain open for public inspection.
PASSED, APPROVED AND ADOPTED by the City Council
City of Carlsbad at its regular meeting held on the 19th
of July , 1988, by the following vote, to wit:
AYES: Council Members Lewis, Kulchin, Pettine, and Mamaux
NOES: None
ABSENT : None
ABSTAIN: Council Member
ATTEST: " d-e- ALETHA L. RAUTENKRANZ, Citb Clerk (SEAL)
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BOND INDENTURE
This Bond Indenture (the "Indenture") dated as of , 1988, enterc
and approved by the CITY OF CARLSBAD (the "Issuer"), a municipal corporati
establish the terms and conditions pertaining to the issuance of bonds in a 1
assessment district known and designated as ASSESSMENT DISTRICT NO. 86-1 (1
AIRPORT ROAD) (the "Assessment District").
SECTION 1. Issuance, Designation and Amount. Pursuant to the provisions
"Improvement Bond Act of 1915" (the "Act") , being Division 10
Streets and Highways Code of the State of California, the Issue
hereby authorize the issuance of bonds to represent unpaid asses
within the Assessment District in principal amount not to
$4,852,999.00 and designated as the City of Carlsbad, Asss
District No. 86-1 (Palomar Airport Road) Limited Obligation Imprc
Bonds (the "Bonds" ) .
SECTION 2. Unpaid Assessments. The Treasurer shall, immediately upon the cc
tion of the 30-day cash collection period, determine the asses:
which are unpaid and the aggregate amount thereof as authoriz
Section 8621 of the Streets and Highways Code of the Sta
California.
SECTION 3. Term of Bonds. Bonds to represent the unpaid assessments, and
interest at a rate not to exceed the current legal maximum rate c
per annum, will be issued in the manner provided in the "Improv
Bond Act of 1915", being Division 10 of the Streets and Highways
of the State of California, the last installment of which Bonds
mature a maximum of and not to exceed FOURTEEN (14) years fro1
second day of September next succeeding twelve ( 12) months from
date. The provisions of Part 11.1 of said Act, providir
alternative procedure for the advance payment of assessments an
calling of Bonds shall apply.
SECTION 4. Registered Bonds. Said. Bonds shall be issuable only as fully I
tered Bonds in the denomination of $5,000, or any integral mu1
thereof, except for one bond maturing in .the first year of matc
which shall include the amount by which the total issue exceed
maximum integral multiple of $5,000 contained therein.
SECTION 5. Date of Bonds. All of said Bonds shall be dated the 17th d
August, 1988, and interest shall accrue from that date.
SECTION 6. Maturity and Denomination. The Bonds shall be issued in serial
with annual maturities on September 2nd of every year succeeding t
(12) months after their date, until the whole is paid. The a
maturing each year shall be such as to result in approximately
annual debt service during the term of the issue as reflected b:
interest rate and/or rates and principal amounts maturing in the re
tive years of maturity, and the Treasurer or designated Regi
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shall, immediately upon completion of the cash collection PE
prescribe the denominations of the Bonds, which shall be in convE
amounts, not necessarily equal, and shall further provide for
issuance and delivery.
SECTION 7. Interest. Each Bond shall be of a single maturity and shall
interest at the rate as set forth in the accepted bid proposal fo~
Bonds from the interest payment date next preceding the date on
it authenticated and registered, unless said Bond is authenticate
registered as of an interest payment date, in which case it shall
interest from said interest payment date, or unless said Bond is at
ticated and registered prior to the first interest payment dat
which case it shall bear interest from its date, until payment c
principal sum has been discharged.
SECTION 8. Place of Payment. The principal on the Bonds shall be payat
lawful money of the United States of America upon surrender of thc
at the off ice of the Treasurer, or such paying agent as may be 1
nated by Resolution of the Issuer.
Interest on said Bonds shall be paid by check or draft to the
tered owner thereof at his address as it appears on the books of
tration, or at such address as may have been filed with the Tre'
for that purpose, as of the 15th day immediately precedinc
interest payment date.
SECTION 9. Redemption. This Bond, or a portion thereof if issued in a dens
tion greater than $5,000, shall be subject to redemption and paym
advance of maturity in increments of $5,000 as provided in Sectio
of the Streets and Highways Code, on the 2nd day of March or Sep
in any year, by giving the notice provided in said law to the
tered owner thereof at his address as it appears on the books of
tration and by paying principal of and accrued interest or
redeemed amount, together with a premium equal to three percent (
the redeemed principal amount. If less than the entire Bc
redeemed, the unredeemed portion shall be reissued to the regi
owner thereof.
SECTION 10. Transfer of Registered Bonds. Any fully registered Bond may, in
dance with its terms, be transferred upon the books of regist
required to be kept pursuant to the provisions of Section 11 1
owner in whose name it is registered, or by his duly auth
attorney or legal representative, upon surrender of such fully
tered Bond for registration of such transfer, accompanied by de
of a written instrument or transfer in a form approved by the Tre
and by the owner of said Bonds, duly executed.
The Treasurer shall require the payment by the Bondholder requ
such transfer of any tax or other governmental charge required
paid with respect to such transfer and such charges as provided
the system of registration for registered debt obligations.
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No transfer of fully registered Bonds shall be required to be
between the fifteenth (15th) day of the month next preceding
interest payment date, nor during the fifteen (15) days precedin
selection of any Bonds for redemption prior to the maturity the
nor with respect to any Bond which has been selected for reden
prior to the maturity thereof.
SECTION 11. Exchange of Registered Bonds. Fully registered Bonds may be exct
at the office of the Treasurer, or designated transfer agent/regi:
for a like aggregate principal amount of Bonds of the same sc
interest rate and maturity, subject to the terms and cond:
provided in the system of registration for registered debt obligal
including the payment of certain charges, if any, upon surrende
cancellation of this Bond. Upon such transfer and exchange,
registered Bond or Bonds of any authorized denomination or denc
tions of the same maturity for the same aggregate principal amounl
be issued to the transferee in exchange therefor.
SECTION 12. Books of Registration. There shall be kept by the Treasurer suff.
books for the registration and transfer of the Bonds and, upon prer
tion for such purpose, the Treasurer shall, under such ream
regulations as it may prescribe, register or transfer or cause
registered or transferred, on said register, Bonds as herein1
provided.
SECTION 13. Execution of Bonds. The Bonds shall be executed in facsimile I:
Treasurer and by the City Clerk, and the corporate seal sha
imprinted in facsimile on the Bonds. The Bonds shall then be del
to the transfer agent and registrar, for authentication and reg
tion. In case an officer who shall have signed or attested to
the Bonds by facsimile or otherwise shall cease to be such o
before the authentication, delivery and issuance of the Bonds,
Bonds nevertheless may be authenticated, delivered and issued, an
such authentication, delivery and issue, shall be as binding as
those who signed and attested the same had remained in office.
SECTION 14. Authentication. Only such of the Bonds as shall bear thereon a CE
cate of authentication substantially in the form below, ma
executed by the transfer agent and registrar, shall be valid or c
tory for any purpose or entitled to the benefits of this Indentur
such certificate of the transfer agent and registrar shall be c
sive evidence that the Bonds so authenticated have been duly ex€
authenticated and delivered hereunder, and are entitled to the be
of this Indenture.
FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This bond has been authenticated and registered on
as Transfer Agent and Regi
By :
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SECTION 15. Negotiability, Registration and Transfer of Bonds. The transfer c
Bond may be registered only upon such books of registration
surrender thereof to the transfer agent and registrar, together wi
assignment duly executed by the owner or his attorney or legal rep]
tative, in satisfactory form. Upon any such registration of tral
a new Bond or Bonds shall be authenticated and delivered in ex(
for such Bond, in the name of the transferee, of any denominati
denominations authorized by this Indenture, and in an agg]
principal amount equal to the principal amount of such Bo
principal amount of such Bond or Bonds so surrendered. In all ca!
which Bonds shall be exchanged or transferred, the transfer ager
registrar shall authenticate at the earliest practical time, Bon
accordance with the provisions of this Indenture, All Bonds st
dered in such exchange or registration transfer shall forthwi
cancelled. The Issuer may make a charge for every such exchan
registration of transfer of Bonds sufficient to reimburse it €0
tax or other governmental charge required to be paid with respe
such exchange or registration of transfer. The transfer agen
registrar shall not be required to make such exchange or registl
of transfer of Bonds during the fifteen (15) days immediately prec
,any March 2nd or September 2nd.
SECTION 16. Ownership of Bonds. The person in whose name any Bond shall be 1
tered shall be deemed and regarded as the absolute owner therec
all purposes, and payment of or on account of the principal and rc
tion premium, if any, of any such Bond, and the interest on any
Bond, shall be made only to or upon the order of the registered
thereof or his legal representative. All such payments shall be
and effectual to satisfy and discharge the liability upon such
including the redemption premium, if any, and interest thereon, t
extent of the sum or sums so paid.
SECTION 17. Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond SE
hereby shall become mutilated or be destroyed, stolen or lost
Issuer shall cause to be executed and authenticated a new Bond of
date and tenor in exchange and substitution for and upon the canc
tion of such mutilated Bond or in lieu of and in substitution for
Bond mutilated, destroyed, stolen or lost , upon the owner's payin
reasonable expenses and charges in connection therewith, and, i
case of a Bond destroyed, stolen or lost, his filing with the E
Agent and Issuer of evidence satisfactory to them that such Bon
destroyed, stolen or lost, and of his ownership thereof, and furni
the Paying Agent and Issuer with indemnity satisfactory to them.
SECTION 18. Cancellation of Bonds. All Bonds paid or redeemed, either at or b
maturity, shall be cancelled upon the payment or redemption of
Bonds', and shall be delivered to the transfer agent and registrar
such payment or redemption is made. All Bonds cancelled under a:
the provisions of this Indenture shall be destroyed by the tra
agent and registrar, which shall execute a certificate in dupl
describing the Bonds so destroyed, and shall retain said exe
certificate in its permanent files for the issue.
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SECTION 19. Creation of Funds. The Treasurer is hereby authorized and direct
establish the following Funds for purposes of making payment fc
costs and expenses for the works of improvement and payme
principal and interest on the Bonds. The Funds to be create
designated as follows:
IMPROVEMENT FUND: The proceeds from the sale of the Bonds,
deposit of required amounts in the Reserve Fund and Redemption
shall be placed in the Fund hereby created, pursuant to Sections
and 10424 of the California Streets and Highways Code, as amt
which shall be called the "Improvement Fund", and the monies ir
Fund shall be used only for the purposes authorized in said asses
proceedings, and specifically to pay for the costs and expenses c
construction or acquisition of the authorized public capital iml
ments, together with all incidental expenses. Any surplus i
Improvement Fund after completion of the improvements shall rema
the Improvement Fund for a period of not less than two (2) years
the receipt of Bond proceeds as provided in Section 10427.1 o
California Streets and Highways Code, and thereafter shall be ut:
or distributed as determined by the Issuer.
REDEMPTION FUND: The Treasurer is hereby authorized and direct
keep a Redemption Fund designated by the name of the proceedings,
which he shall place accrued interest, if any, on the Bonds fro
date of the Bonds to the date of delivery to the initial purc
thereof, capitalized interest as shown in the final Engineer's"Reg
and all sums received for the collection of the assessments an'
interest thereon, together with all penalties, if applicable.
Principal of and interest on said Bonds shall be paid to the regiE
owner out of the Redemption Fund created pursuant to Section 86
the California Streets and Highways Code. Accrued interest paid I:
purchaser of the Bonds, if any, shall be deposited in the Reden
Fund. In all respects not recited herein, said Bonds shall be gov
by the provisions of the "Improvement Bond Act of 1915", Division
the California Streets and Highways Code, as amended. Under no ci
stances shall the Bonds or interest thereon be paid out of any
fund except as provided by law.
RESERVE FUND: Pursuant to Part 16 of Division 10 of the Calif
Streets and Highways Code, as amended, there shall be created a sp
reserve fund for the Bonds to be designated by the name of the As
ment District and specified as the special "Reserve Fund". The Re
Fund shall be funded as follows: An amount equal to ten percent
of the original Bond proceeds shall be deposited in the Reserve
out of said Bond proceeds.
Monies in the Reserve Fund shall be applied as follows:
A. Amounts in said Reserve Fund shall be transferred to the Redem
Fund for the Bonds if, as a result of delinquencies in the pa
of assessments, there are insufficient monies in said Redem
Fund to pay principal of and interest-. on the Bonds. Amount
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transferred shall be repaid to the Reserve Fund from proceeds
the redemption or foreclosure of property with respect to whi
assessment is unpaid and from payments of the delin
assessments:
B. On July 15 of each year the amount of interest earned t
preceding June 30 by the investment of monies in the Reserve
in permitted investments, and not previously transferred, shir
transferred from the Reserve Fund to the Redemption Fund, i
manner provided in Part 16 of said Division 10, and sha
expended for the advance retirement of Bonds within thirteen
months of such transfer; provided, however, that earnings excc
the "yield on the Bonds, as that term is defined in the Int
Revenue Code of 1986 (the f'Codelt) and the regulations promul
pursuant thereto, shall be. transferred and held in trust pul
to instructions from Bond Counsel for rebate to the United Stat
C. The amount of the annual Reserve Fund disbursement of E
interest shall be credited toward installments of unpaid a:
ments each year during which any part of the Bonds remain out:
ing. The Auditor's Record, prepared pursuant to Section 86(
the Streets and Highways Code, shall reflect credits against
of the unpaid assessments in the manner provided in Section 10
of said Streets and Highways Code, in amounts equal to
parcel's proportionate share of the annual reserve
disbursement.
No portion of the annual Reserve Fund disbursement sha:
transferred in any year in excess of the amount which would
the Reserve Fund to fall below the original amount of the Re
Fund, minus adjustments to reflect the discharge of assess
prior to maturity made to that point.
D. Whenever monies in the Reserve Fund are sufficient to retire a
the Bonds outstanding, plus accrued interest thereon, such
shall be transferred to the Redemption Fund for the BondE
collection of the remaining unpaid assessments shall cease.
E. In the event that any annual Reserve Fund disbursement Wac
fully made in any year because to have done so would have c
the Reserve Fund to fall below the minimum amount for that
the Treasurer may thereafter transfer and credit any amount
excess of the minimum amount toward the assessment installment
in subsequent years.
In the event assessments are paid in cash in advance of their
maturity date, the Treasurer is authorized to reduce the minimum a1
of the Reserve Fund and increase the annual Reserve Fund disburse]
in the proportion in which the assessments paid in cash bears tc
total original unpaid assessments.
SECTION 20. No Issuer Liability. It is hereby further determined and declared
the Issuer will not obligate itself to advance any available funds
its Treasury to cure any deficiency or delinquency which may OCCI
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the Bond Redemption Fund by failure of property owners to pay i
special assessments. This determination shall be clearly set for1
stated in the title of the Bonds to be issued pursuant to these prc
ings as authorized and required by Section 8769 of the Street
Highways Code of the State of California.
SECTION 21. Covenant to Foreclose. The Issuer hereby covenants that upon dc
of any assessment payment due, it will cause Superior Court forec
proceedings to be brought within one hundred fifty (150) days 0:
default and thereafter diligently prosecute to completion such prj
ings. Such foreclosure proceedings may be deferred if funl.
advanced to the special Reserve Fund to keep said Fund continual
the level set forth in the Section entitled "Reserve Fund" set
hereinabove.
SECT'ION 22. Covenant to Maintain Tax-Exempt Status. The Issuer covenants th
will not make any use of the proceeds of the Bonds issued herc
which would cause the Bonds to become "arbitrage bonds" subje
Federal income taxation pursuant to the provisions of Section 1481
the Code, or to become "Federally-guaranteed obligations" pursus
the provisions of Section 149(b) of the Code, or to become "p~
activity bonds" pursuant to the provisions of Section 141(a) o
Code. To that end, the Issuer will comply with all applicable ret
ments of the Code and all regulations of the United States Depal
of Treasury issued thereunder to the extent such requirements ar
the time, applicable and in effect. Additionally, the Issuer agrc
implement and follow each and every recommendation provided by
Counsel and deemed to be necessary to be undertaken by the Issu
ensure compliance with all applicable provisions of the Code in
to preserve the exemption of interest on the Bonds from Federal i
taxation.
SECTION 23. Covenant Regarding Arbitrage. The Issuer shall not take or permi
suffer to be taken any action with respect to the gross proceeds c
Bonds as such term is defined under the Code which, if such actic
been reasonably expected to have been taken, or had been deliber
and intentionally taken, on the date of issuance of the Bonds,
have caused the Bonds to be "arbitrage bonds" within the meani
Section 148 of the Code and the regulations promulgated thereunder,
SECTION 24. Order to Print and Authenticate Bonds. The Treasurer is ht
instructed to cause Bonds, as set forth above, to be printed, a
proceed to cause said Bonds to be authenticated and delivered
authorized representative of the purchaser, upon payment oj
purchase price as set forth in the accepted proposal €or the sa
Bonds.
SECTION 25. Arbitraqe Certificate. On the basis of the facts, estimates and ci
stances now in existence and in existence on the date of issue o
Bonds, as determined by the Treasurer, said Treasurer is hereby a
rized to certify that it is not expected that the proceeds of the
will be used in a manner that would cause such obligations 1
arbitrage Bonds. Such certification shall be delivered tc
purchaser together with the Bonds.
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SECTION 26. Designation of Transfer Agent, Paying Agent and Registrar.
is hereby designated transfer agent, paying age]
registrar with respect to these proceedings and the Bonds to be is
IN WITNESS WHEREOF, the Issuer has executed this Bond Indenture effective tht
first written hereinabove.
CITY MANAGER
CITY OF CARLSBAD
STATE OF CALIFORNIA
ATTEST:
- CITY CLERK
CITY OF CARLSBAD
STATE OF CALIFORNIA