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HomeMy WebLinkAboutMINUTES - 02041992 - 1.48B RESOLUTION NO. AMENDED RESOLUTION AUTHORIZING ISSUANCE OF REFUNDING BONDS REASSESSMENT DISTRICT NO. 1991-3 (REFUNDING SAN PABLO CREEK IMPROVEMENTS A.D. NO. 1982-2) The Board of Supervisors of the County of Contra Costa resolves: Section 1. RECITALS. On December 10, 1991, the Board of Supervisors of the County of Contra Costa adopted its resolution of intention to conduct reassessment proceedings and issue refunding bonds in Reassessment District No. 1991-3 (Refunding San Pablo Creek Improvements A.D. No. 1982-2) , County of Contra Costa, California, under the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act") . Proceedings taken under the Act led to the levy of reassessments by the Board of Supervisors against parcels of land within the reassessment district in the total amount of $540, 000. 00. These reassessments will be recorded in the office of the County Recorder of Contra Costa County, and thereupon will become a lien on each of the reassessment parcels. The refunding bonds are being issued in the amount of the total reassessment. Section 2 . ISSUANCE OF BONDS. The Board of Supervisors hereby authorizes the issuance of refunding bonds under the provisions of the Act to be secured by the reassessments. Each bond shall be designated, "Limited Obligation Refunding Bond, County of Contra Costa, Reassessment District No. 1991-3 (Refunding San Pablo Creek Improvments A.D. No. 1982-2) , Series No. 1991-311 . In all respects not specified in this resolution, the bonds shall be issued in the manner prescribed by the Act. Bonds shall be issued in denominations of $5000 or integral multiples thereof. Bonds shall mature in principal amounts as set forth in the table attached as Exhibit A. Bonds shall be dated and shall bear interest at the rates set forth in the Bond Purchase Contract. Section 3 . APPOINTMENT OF PAYING AGENT, REGISTRAR, TRANSFER AGENT AND FISCAL AGENT. The Board of Supervisors hereby appoints the Bank of America National Trust and Savings Association as paying agent, registrar and transfer agent (the "Bank") for the bonds in accordance with the agreement between the County and the Bank. Section 4 . FORM AND EXECUTION. Bonds shall be issued as fully registered bonds substantially in the form set forth as Exhibit B to this resolution. The bonds shall be signed by the County Clerk and the County Treasurer and the seal of the County shall be affixed. Both signatures and seal may be reproduced on the bonds by facsimile, but upon its registration or reregistration each bond shall be authenticated by the manual signature of the Bank. The Bank shall assign to each bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the County for inspection. Section 5. ESTABLISHMENT OF SPECIAL FUNDS. For administering the proceeds of the sale of bonds and payment of interest and principal on the bonds, there are hereby established five funds to be known as the refunding fund, the redemption fund, the special reserve fund, the investment earnings fund, and the arbitrage rebate fund, respectively, for Reassessment 2 District No. 1991-3 (Refunding San Pablo Creek Improvements A.D. No. 1982-2) . Section 5. 1. REFUNDING FUND. Except as provided in Section 5. 3 , proceeds of sale of the bonds, together with the redemption fund and special reserve fund for the outstanding bonds (the "Prior Bonds") for Assessment District No. 1982-2, San Pablo Creek Improvements, shall be deposited in the refunding fund to be maintained by the County Treasurer. Disbursements from the refunding fund shall be made by the County Treasurer in accordance with the budget of estimated costs and expenses set forth in the reassessment report heretofore approved by the Board of Supervisors, which report and budget are subject to modification by the Board of Supervisors from time to time as prescribed by the Act. Any surplus remaining in the refunding fund after the retirement of all bonds of the refunded issue shall be transferred to the reserve fund. Section 5. 2 . REDEMPTION FUND. The redemption fund shall be maintained by the County Treasurer. All payments of principal and interest installments on the reassessments, together with. penalties, if any, shall be deposited in the redemption fund, which shall be a trust fund for the benefit of the bondholders. Payment of the bonds at maturity, or at redemption before maturity, and all interest on the bonds shall be made from the redemption fund. Section 5. 3 . SPECIAL RESERVE FUND. The special reserve fund shall be maintained by the County Treasurer. There shall be deposited into the special reserve fund the amount of $16, 200. 00 (the "Reserve Requirement") from the proceeds of the 3 sale of bonds. The special reserve fund shall be ,administered as follows: A. During the term of the bonds, the amount in the special reserve fund shall be available for transfer into the redemption fund in accordance with Section 9620 of the Streets and Highways Code, to the extent of delinquencies in the payment of reassessments (or delinquencies, if any, in the assessments replaced by the reassessments) . The amount so advanced shall be reimbursed to the special reserve fund from the proceeds of redemption or sale of the parcel for which payment of delinquent reassessment installments was made from the special reserve fund. B. If any reassessment is prepaid before final maturity of the bonds, the amount of principal which the assessee is required to prepay shall be reduced by an amount which is in the same ratio to the original amount of the special reserve fund as the original amount of the prepaid reassessment bears to the total amount of reassessments originally levied in Reassessment District No. 1991-3 (Refunding San Pablo Creek Improvements A.D. No. 1982-2) . This reduction in the amount of principal prepaid shall be balanced by a transfer from the special reserve fund to the redemption fund in the same amount. C. The amounts deposited in the reserve fund will never exceed 10% of the proceeds of the bond issue. Proceeds of investment of the special reserve fund shall be deposited in the investment earnings fund. D. When the amount in the special reserve fund equals or exceeds the amount required to retire the remaining unmatured bonds (whether by advance retirement or otherwise) , the amount of 4 I I the special reserve fund shall be transferred to the redemption fund, and the remaining installments of principal and interest not yet due from assessed property owners shall be cancelled without payment. Section 5.4 . INVESTMENT EARNINGS FUND. Proceeds of the investment of amounts in the refunding fund (except proceeds to .be used for retirement of the refunded bonds) , and the special reserve fund will be deposited in the investment earnings fund. On September 2 of each year during the term of the bonds (or at other times as may be required or permitted by regulations of the United States Internal Revenue Service) , the County Treasurer shall determine whether any portion of investment earnings must be rebated to the United States pursuant to Section 148 of the United States Internal Revenue Code and regulations adopted thereunder. Any amounts required to be rebated will be transferred to the arbitrage rebate fund, and the balance will be transferred as follows: (a) To the extent that the balance in the special reserve fund is less than the Reserve Requirement, a transfer will be made from the investment earnings fund to the special reserve fund. (b) The remaining balance in the investment earnings fund, if any, will be transferred to the redemption fund to be used, in the discretion of the County Treasurer, 'as a credit upon the annual installments of reassessments or for the advance retirement of bonds. 5 The County Treasurer is authorized to retain independent attorneys, accountants and other consultants to assist in complying with Federal requirements. Section 5. 5. ARBITRAGE REBATE FUND. Amounts in the arbitrage rebate- fund shall be invested in the same manner as amounts in the other funds and shall be held in trust for rebate to. the United States at the times required by Section 148 of the United States Internal Revenue Code and regulations adopted thereunder. Section 5. 6 RETURN OF UNCLAIMED FUNDS. Other provisions of this resolution to the contrary notwithstanding, the Bank shall return to the County any funds held by it hereunder not later than thirty (30) days before those funds would escheat to the State of California under any law now or hereafter enacted. Section 6. PAYMENT ON BONDS. The principal and interest on the bonds shall be payable at the office of the Bank of America National Trust and Savings Association, Corporate Agency Division, P.O. Box 37000, San Francisco, California 94137 . Principal and interest shall be paid by check, draft or warrant mailed to the registered owner of each bond at the owner's address appearing on the register maintained by the Bank on the 15th day preceding the date of interest payment or maturity of each bond. Section 7. REREGISTRATION. Any bond may be registered to a new owner by completing the assignment certificate on the reverse of the bond and delivering the bond to the Bank. Upon reregistration, any bond may be replaced by one or more bonds of 6 the same maturity and aggregate amount in denominations of $5000 or any integral multiple thereof. Section 8. COVENANTS. In the event of a default in the payment of any bond or any installment of interest thereon, bondholders shall have the remedies set forth in the Act. In addition, the Board of Supervisors makes the following covenants, which shall constitute a contract with the bondholders: Section 8 . 1. FORECLOSURE OF LIENS. Not later than October 1 in any year, the County shall file an action. in the Superior Court to foreclose the lien of each delinquent reassessment if the sum of uncured reassessment delinquencies for the preceding fiscal year exceeds five percent (5%) of the reassessment installments posted to the tax roll for that fiscal year, and if the amount of the special reserve fund is less than the Reserve Requirement. Section 8 . 2 . ARBITRAGE. During the term of the bonds, the County will make no use of bond proceeds which, if such use had been reasonably expected at the date the bonds are issued, could have caused the bonds to be "arbitrage bonds" within the meaning of Section 148 of the United States Internal Revenue Code of 1986, and regulations of the Internal Revenue Service adopted thereunder, and further shall rebate to the United States any amounts actually earned as arbitrage in accordance with the provisions of that Code and those regulations. Section 8 . 3 . MAINTENANCE OF TAX EXEMPTION. The County will take all reasonable actions required to maintain the status of the bonds as bonds exempt from federal income taxes and State of California personal income taxes. 7 I HEREBY CERTIFY that the foregoing resolution was duly and regularly adopted by the Board of Supervisors of the County of Contra Costa, State of California, at regular meeting thereof, held on the 4th day of February, 1992 . ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator By 8 EXHIBIT A REASSESSMENT DISTRICT NO. 1991-3 (REFUNDING SAN PABLO CREEK IMPROVEMENTS A.D. NO. 1982-2) Bonds mature on September 2 in the years and amounts set forth below. YEAR FACE AMOUNT 1993 55 , 000 . 00 1994 75, 000 . 00 1995 50, 000 . 00 1996 85 , 000. 00 1997 85, 000. 00 1998 90, 000. 00 1999 100, 000. 00 TOTAL: 540 , 000 . 00 EXH!BIT A United States of America State of California County of Contra Costa REGISTERED REGISTERED Number $ LIMITED OBLIGATION REFUNDING BOND COUNTY OF CONTRA COSTA REASSESSMENT DISTRICT NO. 1991-3 (REFUNDING SAN PABLO CREEK IMPROVEMENTS A.D. NO. 1982-2) SERIES. NO. 1991-3 INTEREST RATE MATURITY DATE BOND DATE CUSIP NUMBER REGISTERED OWNER: PRINCIPAL SUM: Under and by virtue of the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code, (the "Act") , the County of Contra Costa, State of California, (the "County") , will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of reassessments made for the refunding of all outstanding 1915 Act bonds in Assessment District No. 1982-2, San Pablo Creek Improvements more fully described in the Resolution of Intention adopted by the Board of Supervisors of the County of Contra Costa on the 10th day of December, 1991, pay to the registered owner stated above or registered assigns, on the maturity date stated above, the principal sum stated above, in lawful money of the United States of America and in like manner will pay interest from the interest payment date 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 , 1993, in which event it shall bear interest from its date, until payment of such principal sum shall have been discharged, at the rate per annum stated above, payable semiannually on March 2 and September 2 - in each year commencing on March 2, 1993 . Both the principal hereof and redemption premium hereon are payable at the the principal corporate trust office of Bank of America National Trust and Savings Association-Corporate Agency Division, or its successor, as Paying Agent, Registrar and Transfer Agent, in San Francisco, California (the "Bank") , and the interest hereon is payable by check mailed to the owner hereof at the owner's address as it appears on the registration books of the Bank, or at such address as may have been filed with the Bank for that purpose, as of the fifteenth day immediately preceding each interest payment date. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH IN THE REVERSE SIDE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. 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. •T r) This Bond shall not be entitled to any benefit under the Act or the Amended Resolution Authorizing Issuance of Refunding 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 Bank. IN WITNESS WHEREOF, said County of Contra Costa has caused this Bond to be signed in facsimile by the County Treasurer of said County and by its Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the 18th day of February, 1992 . COUNTY OF CONTRA COSTA Clerk Treasurer (SEAL) Certificate of Authentication and Registration This is one of the Bonds described in the within mentioned Resolution of Issuance, which has been authenticated and registered on BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as paying agent, registrar and transfer agent By Authorized Officer 2 (REVERSE OF BOND) LIMITED OBLIGATION REFUNDING BOND .COUNTY OF CONTRA COSTA REASSESSMENT DISTRICT NO. 1991-3 (REFUNDING SAN PABLO CREEK IMPROVEMENTS A.D. NO. 1982-2) ADDITIONAL PROVISIONS OF THE BOND This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by the County of Contra Costa under the Act and the Resolution of Issuance, for the purpose of refunding bonds described in said proceedings, and is secured by the moneys in said redemption fund and by the unpaid portion of said reassessments made for the payment of said improvements, and, including principal and interest, is payable exclusively out of said fund. This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at said office of the Bank, subject to the terms and conditions provided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (including joint owners) , a corporation, a partnership or a trust. Neither the County nor the Bank shall be required to make such exchange or registration of transfer of bonds during the fifteen (15) days immediately preceding any interest payment date. The County will not obligate itself to advance available funds from the County treasury to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the County from, in its sole discretion, so advancing funds. The County and the Bank may treat the registered owner hereof as the absolute owner for all purposes, and the County and the Bank shall not be affected by any notice to the contrary. This Bond or any portion of it in the amount of $5, 000 or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days ' notice by registered or certified mail, or by personal service to the registered owner hereof at such owner's address as it appears on the registration books of the Bank and by paying principal and accrued interest together with a premium equal to three percentum of the principal. I hereby certify that the following is a correct copy of the signed legal opinion of STURGIS, NESS, BRUNSELL & SPERRY a professional corporation, Emeryville, California, on file in my office. Clerk of the Board of Supervisors 3