HomeMy WebLinkAboutCity Council Resolution 93-031.22
RESOLUTION NO.
93-031.22
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA
PROVIDING FOR THE ISSUANCE OF BONDS;
. APPROVING THE SALE OF SAID BONDS;
AND APPROVING THE OFFICIAL STATEMENT FOR SAID BONDS
(LEONARD ROAD ASSESSMENT DISTRICT)
WHEREAS, the City council of the City of Saratoga (the
"city"), adopted its resolution of intention (No. 93-031.9) on
July 7, 1993, to order improvements in Leonard Road Assessment
District, City of Saratoga, Santa Clara County, California, under
the provisions of the Municipal Improvement Act of 1913 (the
IIActll), as amended. Proceedings taken under the Act led to the
levy of a special assessment by the Council against parcels of
land within the assessment district in the total amount of
$134,000.00. These assessments were recorded in the office of
the county Recorder of the County of Santa Clara, and thereupon
became a lien on each parcel assessed. The period within which
parcel owners might pay their assessments in cash without
interest has expired;
WHEREAS, the saratoga Public Financing Authority (the
"Authority") has offered to purchase the improvement bonds;
NOW, THEREFORE, The City Council of the City of
Saratoga hereby resolves:
section 1. The foregoing recitals are true and correct
and the city Council so finds and determines.
section 2. The City Council has reviewed all
proceedings heretofore taken relative to the foregoing and has
found, as a result of such review, and does hereby find and
determine that all acts, conditions and things required by law to
exist, to happen and to be performed precedent to and in the
issuance of the bonds under the Improvement Bond Act of 1915 as
hereinafter authorized and provided do exist, have happened and
have been performed in due time, form and manner as required by
the Improvement Bond Act of 1915 and all other applicable laws,
and the City is now authorized pursuant to each and every
requirement of law to issue the bonds in the manner and form as
in this resolution provided.
section 3. The City Council hereby authorizes the
issuance of the bonds under the provisions of the Improvement
Bond Act of 1915 to represent unpaid assessments in the amount of
$101,686.00. The bonds shall be issued as hereinafter set forth
and shall be known as the "City of Saratoga, Limited Obligation
Improvement Bonds, Leonard Road Assessment District" (the
"Bonds"). The Bonds shall be issued as fully registered bondi,
shall (except for the first numbered Bond, which shall be of the
denomination of $1,686) be of the denomination of $5,000 or any
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integral multiple of $5,000, as determined by the registered
owners thereof (not exceeding the principal amount of Bonds
maturing at anyone time), shall be dated February 1, 1994 (which
is hereby fixed and determined to be the date of issue of the
Bonds), and shall mature and bear interest as hereinafter
provided in section 13.
The Bonds shall bear interest from the interest payment
date next preceding the date of authentication and registration
the¡eof, unless such date of authentication and registration is
on d day during the period from the sixteenth (16th) day next
preceding an interest payment date. to such interest payment date,
both inclusive, in which event they shall bear interest from such
interest payment date, or unless such date of authentication and
registration is on a day on or before the fifteenth (15th) day
next preceding the first interest payment date, in which event
they shall bear interest from February 1, 1994. Such interest
shall be payable on March 2, 1994, and thereafter semiannually on
September 2 and March 2 of each year until and at the respective
maturity dates of the Bonds.
The interest on and principal of and redemption
premiums, if any, on the Bonds shall be payable in lawful money
of the United states of America at the office of the Treasurer of
the City (the "Treasurer") in Saratoga, California. Payment of
the interest on the Bonds due on or before the maturity or prior
redemption thereof shall be made by check mailed to the
registered owners of the Bonds at their addresses as they appear
at the close of business as of the fifteenth (15th) day prior to
each such interest payment date on the registration books
maintained by the Treasurer, and payment of the principal of and
redemption premiums, if any, on the Bonds shall be made only upon
surrender thereof by the registered owners thereof on their
maturity dates or on redemption prior to maturity to the
Treasurer.
Any Bond may be redeemed in whole or in part in
integral multiples of the minimum authorized denomination of the
Bonds on the second day of March or September in any year, at the
option of the City, upon payment of the principal amount thereof
and interest accrued thereon to the date of redemption, together
with a premium equal to three percent (3%) of such principal
amount redeemed; provided, that the City shall proceed pursuant
to Part 11.1 of the Improvement Bond Act of 1915 in determining
those Bonds or portions thereof to be redeemed and the manner of
the redemption thereof; and provided further, that notice of
redemption of any Bond shall be given by the City as provided in
the Act.
The City Council declares and determines that it does
not and will not obligate itself to advance funds from the City
treasury to cure any deficiency which may occur at any time in
the Redemption Fund created in section 8 of this resolution.
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section 4. The City and the Treasurer shall be
entitled to treat the person in whose name any such Bond is
registered as the owner thereof for all purposes hereof and under
any applicable laws, notwithstanding any notice to the contrary
received by the Treasurer or the City; and the City and the
Treasurer shall have no responsibility for transmitting payments
to, communicating with, notifying, or otherwise dealing with any
persons other than the registered owners of such Bonds.
section 5, The Bonds shall be in substantially the
following form, the blanks in said form to be filled in with
appropriate words or figures, namely:
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[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
REGISTERED
REGISTERED
NUMBER
$
CITY OF SARATOGA
LIMITED OBLIGATION IMPROVEMENT BOND
LEONARD ROAD ASSESSMENT DISTRICT
INTEREST
RATE
_%
MATURITY
DATE
BOND
DATE
February 1, 1994
CUSIP
NUMBER
None
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
Under and by virtue of the Improvement Bond Act of
1915, Division 10 (commencing with Section 8500), of the
California Streets and Highways Code (the "Act "), the City of
Saratoga of the county of Santa Clara in the State of California
(the "Cityll) will, out of the Redemption Fund for the payment of
the bonds issued upon the unpaid portion of assessments made for
the work and improvements more fully described in proceedings
taken pursuant to Resolution of Intention No. 93-031.9, adopted
by the City Council of the City of Saratoga on the 7th day of
July, 1993, pay to the registered owner set forth above or
registered assigns, on the maturity date set forth above (subject
to the right of prior redemption hereinafter reserved) the
principal amount set forth 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 and registered (unless this bond is
authenticated and registered on a day during the period from the
sixteenth (16th) day next preceding an interest payment date to
such interest payment date, both inclusive, in which event it
shall bear interest from such interest payment date, or unless
this bond is authenticated and registered on a day on or before
the fifteenth (15th) day next preceding the first interest
payment date, in which event it shall bear interest from February
1, 1994) until payment of such principal sum shall have been
discharged, at the interest rate per annum set forth above,
payable semiannually on March 2 and September 2 in each year
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commencing on March 2, 1994; and the City Council has declared
and determined that it does not and will not obligate itself to
advance funds from the city treasury to cure any deficiency which
may occur at any time in said Redemption Fund. Both the
principal hereof and redemption premium hereon are payable at the
office of the Treasurer of the City (the "Treasurer"), 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 Treasurer, or at such address as may have been filed in
writing with the Treasurer for that purpose, at the close of
business as of the fifteenth (15th) day next preceding each
interest payment date.
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 City under the Act and the
resolution providing for its issuance .(the "Resolution") for the
purpose of paying for the improvements described in said
proceedings, and is secured by the moneys in said Redemption Fund
provided in the Resolution and by the unpaid portion of said
assessments levied. for the payment of said improvements, and
including principal and interest, is payable exclusively out of
said fund.
This bond wil¡ 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 the same. If it is not presented at maturity, interest
thereon will run until maturity.
This bond, or any portion of it in the amount of five
thousand dollars ($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 thirty (30)
days' notice by registered or certified mail to the registered
owner hereof at the owner's address as it appears on the
registration books of the Treasurer by paying principal and
accrued interest together with a premium equal to three percent
(3%) of the principal amount redeemed.
This bond is transferable by the registered owner
hereof, in person or by the owner's attorney duly authorized in
writing, at the office of the Treasurer, subject to the terms and
conditions provided in the Resolution, 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 a
California joint-powers agency, an individual (including joint
owners), a corporation¡ a partnership or a trust.
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Neither the City nor the Treasurer 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 city and the Treasurer may treat the registered
owner hereof as the absolute owner for all purposes, and the City
and the Treasurer shall not be affected by any notice to the
contrary.
This bond shall not be entitled to any benefit under
the Act or the Resolution, 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
Treasurer.
IN WITNESS WHEREOF, the city council of the city of
Saratoga has caused this bond to be signed by the Treasurer of
the City and by the city Clerk, and has caused its corporate seal
to be impressed hereon, all as of February 1, 1994.
City of saratoga
Treasurer of the City of saratoga
[SEAL]
city Clerk of the City of Saratoga
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[Form of and Certificate
of Authentication and Registration]
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the bonds described in the
within-mentioned Resolution which has been authenticated and
registered on
Treasurer of the City of Saratoga
[Form of Assignment]
ASSIGNMENT
For value received the undersigned do(es) hereby sell,
assign and transfer unto
the
within bond and do(es) hereby irrevocably constitute and appoint
attorney to
transfer the same on the register of the Treasurer, with full
power of substitution in the premises.
Date:
SIGNATURE GUARANTEED:
NOTE: The signature(s) to this Agreement must correspond with
the name(s) as written on the face of the within bond in
every particular, without alteration or enlargement or any
change whatsoever. The signature(s) must be guaranteed by
an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or
other Identifying Number of Assignee:
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section 6. The Treasurer and the City Clerk (the
"Clerk") are hereby authorized and directed, respectively, as
such officers to execute each of the Bonds on behalf of the City,
and the Clerk is hereby authorized and directed to affix the
official seal of the City thereto; and such signing and sealing
as herein provided shall be a sufficient and binding execution of
the Bonds by the city. In case either of such officers whose
signature appears on the Bonds shall cease to be such officer
before the· delivery of the Bonds to the purchaser, such signature
shall nevertheless be valid and sufficient for all purposes the
same as though such officer had remained in office until the
delivery of the Bonds. Only such of the Bonds as shall bear
thereon a certificate of registration and authentication in the
form hereinabove set forth, executed and dated by the Treasurer,
shall be entitled to any benefits hereunder or be valid or
obligatory for any purpose, and such certificate shall be
conclusive evidence that the Bonds so authenticated have been
duly authorized, executed, issued and delivered hereunder and are
entitled to the benefits hereof.
Section 7. The Treasurer shall pay interest on the
Bonds due on or before the maturity or prior redemption thereof
to the registered owners thereof as their names appear at the
close of business as of the fifteenth (15th) day next preceding
each interest payment date on the registration books required to
be kept by the Treasurer pursuant to this section as the
registered owners thereof, such interest to be paid by check
mailed to such registered owners at their addresses appearing on
such books or at such other addresses as they may have filed in
writing with the Treasurer for that purpose, and to pay to such
registered owners the principal of and redemption premiums, if
any, on the Bonds upon presentation and surrender of the Bonds to
the Treasurer at maturity or on redemption prior to maturity.
The Treasurer will keep at the City offices in
Saratoga, california, sufficient books for the registration,
transfer and exchange of the Bonds, and upon presentation for
such purpose the Treasurer shall, under such reasonable
regulations as he or she may prescribe, register or transfer or
exchange Bonds on such books as hereinafter provided.
Any Bond may be transferred or exchanged on such books
by the registered owner thereof, in person or by a duly
authorized attorney, upon payment by the person requesting such
transfer or exchange of any tax or other governmental charge
required to be paid with respect to such transfer or exchange and
upon surrender of such Bond for cancellation accompanied by
delivery of a duly executed w1"itten instrument of transfer or
exchange in a form approved by the Treasurer. Whenever any Bond
or Bonds shall be surrendered for transfer or exchange, the city
shall execute and the Treasurer shall authenticate and deliver a
new Bond or Bonds of authorized denominations and of the same
maturity date aggregating the principal amount of the Bond or
Bonds so surrendered. The City and the Treasurer may deem and
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treat the registered owner of any Bond as the absolute owner of
such Bond for the purpose of receiving payment thereof and for
all other purposes, whether such Bond shall be overdue or not,
and neither the City nor the Treasurer shall be affected by any
notice or knowledge to the contrary; and payment of the interest
on and principal of and redemption premium, if any, on such Bond
shall be made only to such registered owner as above provided,
which payment shall be valid and effectual to satisfy and
discharge -liability on such Bond to the extent of the sum or sums
so paid.
Section 8. Said assessments in the aggregate amount of
'$101,686.00, as hereinabove referred to and as determined by the
city council, together with interest thereon computed at the rate
specified in the Bonds (which interest shall begin to run from .
the date of the Bonds), shall, in accordance with and consistent
with the Act, remain and constitute a trust fund for the
redemption and payment of the principal of the Bonds and for the
interest due thereon, and said assessments and each installment
thereof and the interest and penalties thereon shall constitute a
lien against the lots and parcels of land on which they are made
until the same be paid. The Treasurer shall annually make
records in his office showing the several installments of
principal and interest on said assessments which are to be
collected for the forthcoming year during the term of the Bonds;
and an annual installment of said assessments shall be pàyable
and shall be collected in each year corresponding in amount to
the amount of Bonds unpaid and to accrue that year, which amount
shall be sufficient to pay the Bonds as the same become due, and
an annual installment of interest on said assessments shall be
payable and shall be collected in each year corresponding in
amount to the amount of interest which will accrue on the Bonds
outstanding for such year, which amount shall be sufficient to
pay the interest thereon that shall become due in the next
succeeding March and September. The annual proportion of said
assessments coming due in any year, together with the annual
interest on such assessments, shall be payable in the same manner
and at the same time and in the same installments as the general
taxes on real property in the County of Santa Clara are payable,
and said assessment installments and said annual interest on said
assessments shall be payable and become delinquent on the same
dates and in the same proportionate amounts and bear the same
proportionate penalties and interest after delinquency as do
general taxes on real property in the County.
The City Council hereby covenants with the registered
owners of the Bonds that it will annually review the public
records of the county relating to the collection of said
assessment installments in order to determine, by a date not
later than August 1 of each year, the amount of said assessment
installments collected and the amount thereof delinquent in the
prior fiscal year, and on the basis of such review the City will,
within sixty (60) days thereafter, institute foreclosure
proceedings as authorized by law in order to enforce the lien of
5F2·24597.1
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each delinquent installment of said assessment installments and
will diligently prosecute and pursue such foreclosure proceedings
to judgment and sale, except that the City, in any particular
case, may advance the amount of the delinquency plus interest at
the yield on the Bonds from the date of delinquency, and thus
relieve itself of the obligation to institute or prosecute the
foreclosure action. In that event, when the delinquency is
cured, the City may reimburse itself for its advance, and may
retain for- its own use all penalties and interest and costs paid
in respect of the cure of the delinquent assessment installment,
section 9. There is hereby created and established a
fund to be known as the "City of Saratoga, Limited Obligation
Improvement Bonds, Leonard Road Assessment District Redemption
Fund," which fund shall be kept by the Treasurer. and shall
constitute a trust fund for the benefit of the registered owners
of the Bonds, and all sums received by the Treasurer which are
received from the collection of said assessments (except for
those amounts allocable to administrative expenses), and of the
interest and penalties thereon, shall upon receipt be deposited
in said fund. At the time of the issuance of the Bonds, the City
shall deposit in the Redemption Fund from the proceeds of sale of
the Bonds the amount representing the accrued interest received
on the delivery of the Bonds, and all sums to become due for the
principal of and the interest on the Bonds shall be withdrawn by
the Treasurer from said fund for use for the payment of the
principal of and the interest on the Bonds, and the Bonds and the
interest thereon shall not be paid out of any other funds. Any
surplus remaining in said fund after payment of all Bonds and the
interest thereon shall be applied as directed by the city. All
moneys in said fund shall be invested in any lawful investments
of City funds maturing not later than the date on which such
moneys are required for disbursement as herein provided, and all
interest earned on such investments shall be credited to said
fund, except as otherwise required by section 12 of this
resolution.
section 10. There is hereby created and established a
fund to be known as the t'city of Saratoga, Limited Obligation
Improvement Bonds, Leonard Road Assessment District, Expense
Fund," which fund shall be kept by the Treasurer. After making
the deposits in the Redemption Fund as required by section 9, all
remaining proceeds of the sale of the Bonds shall be deposited in
the Expense Fund and shall be kept separate and distinct from all
other City funds. All money in the Expense Fund shall be
disbursed on such dates and in such amounts as are necessary to
pay all costs of issuing the Bonds (as provided under the Act),
including, but not limited to, fees of bond counsel, cash flow
consultant, printing and advertising costs, and administrative
expenses of the City. All money remaining in the Expense Fund on
the one hundred eightieth (180th) day following the date of
delivery of the Bonds shall be deposited in the Redemption Fund.
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Section 11. The city will not take or omit to take any
action that would cause the interest on the Bonds to be included
in gross income for federal income tax purposes. Without
limiting the generality of the foregoing:
(a) The City will not directly or indirectly use or
allow the use of more than 10% of the proceeds of the Bonds in
the trade or business of any nongovernmental persons, and the
City will not allow any actions to be taken that would result in
the Bonds being treated as -federally guaranteed p~rsuant to
Section 149(b) of the Internal Revenue Code of 1986, as amended
(the "Code"); and
(b) The City will not directly or indirectly use or
allow the use of the proceeds of the Bonds in a manner that would
cause the Bonds to be arbitrage bonds described in section 148 of
the Code, and in particular, the city will not invest or allow
the investment of proceeds of the Bonds in investments with a
yield materially higher than the yield on the Bonds except as
described in the Tax Certificate executed in connection with the
issuance of the Bonds. In addition, the City will pay from time
to time all amounts required to be rebated to the United States
Government pursuant to section 148(f) of the Code. If the City
fails to expend all proceeds of the Bonds within six (6) months
of the date of issue thereof, or establishes any funds pledged to
the payment of the Bonds other than as currently provided herein,
the City shall contact nationally recognized bond counsel for
advice relative to compliance with the rebate requirements of
section 148 of the Code. .
section 12. The Bonds shall have maturities resulting
in approximately equal annual payments of interest on and
principal of the Bonds in each one-year period ending on
September 2 throughout the term of the Bonds and shall bear
interest at a net interest cost not to exceed seven and one-half
per cent (7.50%) per annum and with an original issue discount of
not more than $15,000, plus accrued interest. The Treasurer or
his designee is hereby authorized to determine the principal
amounts and interest rates .applicable to the respective serial
maturities of the Bonds.
section 13. The Official statement in preliminary form
relating to the Bonds (-the "Official Statement"), submitted to
this meeting and on file with the Clerk, is hereby approved, with
such changes as the Treasurer or his designee shall approve, and
the Treasurer or his designee is hereby authorized and directed
to approve the distribution of the Official statement in
preliminary form when he is satisfied with it and to certify on
behalf of the City that the Official statement in preliminary
form has been "deemed final" by the City, except for certain
final pricing and related information pursuant to RUle 15c2-12 of
the Securities and Exchange Commission, and the Treasurer is
hereby authorized and directed, for and in the name and on behalf
of the City, to execute and deliver to the Authority the Official
51'2·24597.1
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statement in final form, with such changes as the Treasurer may
require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
section 14. The Clerk is directed to cause the Bonds
to be typewritten or printed, and to cause the blank spaces
thereof to be filled in to provide one bond for each maturity,
and to procure their execution by the proper officers, and
thereafter. to deliver them, when so executed, to the Treasurer,
who shall authenticate them, and thereafter to deliver them to
the l.uthor i ty as purchaser thereof on receipt by the city of the
purchase price thereof. The Treasurer and the Clerk are further
authorized and directed to make, execute and deliver to the
purchaser of the Bonds a signature certificate in the form
customarily required by purchasers of municipal bonds, certifying
to the genuineness and due execution of the Bonds, and the City
Attorney is authorized and directed to make, execute and deliver
to the purchaser of the Bonds a nO-litigation certificate in the
form customarily required by purchasers of municipal bonds,
certifying to all facts within his knowledge relative to any
litigation which mayor might affect the City or 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 evidence 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 certificate, such no-litigation certificate
and such receipt with respect to the Bonds executed, sold and
delivered pursuant to the authority of this resolution.
Additionally, the officers of the City are hereby authorized and
directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents and contracts which
they may deem necessary or advisable in order to consummate the
sale, execution and delivery of the Bonds and otherwise to carry
out, give effect to and comply with the terms and intent of this
resolution, the Bonds, and the Official statement; and any such
actions heretofore taken by such officers in connection therewith
are hereby ratified, confirmed and approved.
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section 15. This resolution shall take effect
immediately.
PASSED AND ADOPTED at a regular meeting of the City
Council of the City of Saratoga held on the 15th day of December,
1993, by the following vote:
AYES: Councilmembers Anderson, Burger, Monia and Mayor Tucker
NOES: None
ABSENT: Coune; 1 member Kohl er
ABSTAIN: None
ci~\. Jpdu-
ATTEST:
~i
, '~.
"'"
Grace E.
~( r!-OA-~~
Cory, De~~y City Clerk
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