HomeMy WebLinkAbout160-93 Brown & Wood
Draft of 11/30/93
RESOLUTION NO. 160-93
A RESOLUTION PROVIDING FOR THE ISSUANCE OF REFUNDING BONDS
SYCAMORE VALLEY REASSESSMENT DISTRICT NO. 1993-2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
2.01.
2.02.
2.03.
2.04.
2.05.
3 01
3 02
3 03
3 04
3 05
3 06
3 07
3 08
4.01.
4.02.
4.03.
4.04.
4.05.
4.06.
4.07.
4.08.
4.09.
ARTICLE II
GENERAL PROVISIONS
Law Applicable ....................
Reassessment Bonds Secured; Limited Obligation ....
Amount of the Reassessments .............
Collection of Unpaid Reassessments ..........
Disbursement of Moneys Resulting From
Prepayments of Reassessments .............
ARTICLE III
THE REASSESSMENT BONDS
Issuance of Reassessment Bonds ............
Interest .......................
Reassessment Bonds Payable ..............
Form of Reassessment Bonds ..............
Execution of Reassessment Bonds ...........
Preparation of Reassessment Bonds ..........
Delivery of the Reassessment Bonds ..........
Mutilated, Destroyed, Lost or Stolen
Reassessment Bonds ..................
ARTICLE IV
ADVANCE RETIREMENT OF REASSESSMENT BONDS
(a) Mandatory Advancement of Reassessment
Bond Maturity ..................
(b) Amount Due Upon Mandatory Advanced
Maturity .....................
Notice of Advanced Maturity .............
Surrender of Reassessment Bond; Payment .......
Contents of Notices of Advanced Maturity .......
Setting Aside of Funds for Advance Retirement of
Reassessment Bonds ..................
Vacation of Proceeding for Advance Retirement of
Reassessment Bonds ..................
Procedure in Selecting Reassessment Bonds
for Retirement by Advanced Maturity .........
Effect of Proceedings for Retirement by
Advanced Maturity ..................
Additional Notice ..................
10
10
11
11
11
12
12
13
13
14
14
14
14
15
15
15
16
16
32130\00006~3691.9 i
5.01.
5.02.
6 01.
6 01A.
6 02.
6 03.
6 04.
6 05.
7.01.
7.02.
7.03.
7.04.
7.05.
8 01
8 02
8 O3
8 O4
8 05
8 O6
8 07
ARTICLE V
REGISTRATION
Bond Register .................... 17
Transfer and Exchange of Reassessment Bonds ..... 18
ARTICLE VI
APPLICATION OF REASSESSMENT BOND PROCEEDS AND
ESTABLISHMENT OF FUNDS
Refunding Account .................. 19
Reserve Account ................... 20
Costs of Issuance Account .............. 21
Redemption Fund ................... 21
Bond Administration Fund ............... 23
Advances from Available Funds ............ 24
ARTICLE VII
COVENANTS
Tax Covenants .................... 24
Foreclosure Covenant ................. 25
Limited Obligation; No Required Advances
From Available Surplus Funds ............. 25
Further Assurances .................. 26
Collection of Reassessment Installment of
Prior Bonds ..................... 26
ARTICLE VIII
THE AGENT
Agent ........................ 26
Successor Agent ................... 26
Compensation of Agent ................ 27
Limitations on Responsibilities of Agent ....... 27
Protection of Agent ................. 28
Evidence of Matters ................. 28
Notification/Direction to Agent ........... 28
ARTICLE IX
MISCELLANEOUS
9 01
9 02
9 O3
9 04
9 05
9 06
9 O7
No Refunding of the Reassessment Bonds ........ 28
Amendment/Supplement ................. 28
Partial Invalidity .................. 29
Repeal of Inconsistent Resolutions .......... 29
Certified Copies ................... 30
Authority of Town Officials ............. 30
Funds and Accounts .................. 30
32130\00006\3691.9 ii
r
RESOLUTION NO. 160-93
A RESOLUTION PROVIDING FOR THE
ISSUANCE OF REFUNDING BONDS
SYCAMORE VALLEY REASSESSMENT
DISTRICT NO. 1993-2
RESOLVED, by the Town Council of the Town of Danville, Contra
Costa County, California, as follows:
WHEREAS, by its Resolution No. 107-85, adopted December 10,
1985, this Council authorized and issued its Improvement Bonds,
Assessment District No. 1985-1, Sycamore Valley, Town of Danville,
Contra Costa County, California, Series 1985-1, dated December 23,
1985 (the "1985 Bonds"), in the aggregate principal amount of
$16,088,876 to finance the acquisition and/or construction of
public improvements more particularly described in special
assessment proceedings referenced in said resolution;
WHEREAS, by its Resolution No. 234-90, adopted November 20,
1990, this Council provided for the refunding of the 1985 Bonds
under the provisions of the Refunding Act of 1984 for 1915
Improvement Act Bonds, being Division 11.5 of the California
Streets and Highways Code (the "Refunding Law"), and authorized and
issued its Town of Danville Limited Obligation Improvement Bonds,
Sycamore Valley Reassessment District No. 1990-1, dated December 1,
1990 (the "Prior Bonds"), in the aggregate principal amount of
$13,305,000.
WHEREAS, by its Resolution No. 157-93, "A Resolution of
Intention .to Conduct Reassessment and Reassessment Bond
Proceedings" (the "Resolution of Intention"), adopted December 7,
1993, this Council declared its intention to refund the Prior Bonds
pursuant to the provisions of the Refunding Law and therein
provided that bonds would be issued (the "Reassessment Bonds")
pursuant to the provisions of the Refunding Law, reference to said
Resolution of Intention hereby being expressly made for further
particulars;
WHEREAS, in said Resolution of Intention this Council
determined and declared that the Town will not obligate itself to
advance available funds from the Town Treasury to cure any
deficiency which may occur in the Redemption Fund;
WHEREAS, proceedings taken under the Refunding Law and said
Resolution of Intention led to the levy of reassessments by the
Council against parcels of land within the reassessment district in
the total amount of $10,991,277.01. When the reassessment and
reassessment diagram approved as part of the proceedings are
recorded in the Office of the Superintendent of Streets of the
Town, and upon compliance with the provisions of Division 405 of
3213o\oooo6\369~.9 PAGE 1 OF RESOLUTION NO. 160-~
r
the California Streets and Highways Code, the reassessment will
become a lien upon the various parcels of land reassessed;
WHEREAS, the Council has determined that the public interest
or necessity require that the Town defease the Prior Bonds by
providing for reassessments and the issuance of the Reassessment
Bonds to refund, on March 2, 1994, the Prior Bonds maturing by
their terms after September 2, 1994 pursuant to the Refunding Law
and proceedings taken under the Refunding Law and the Resolution of
Intention; and
WHEREAS, the Town intends to issue the Reassessment Bonds and
sell them to the Town of Danville Financing Authority (the
"Authority") pursuant to a purchase contract (the "Purchase
Contract") under which the Authority will acquire the Reassessment
Bonds in accordance with the provisions of that certain trust
agreement providing for the issuance of the Authority's
Reassessment Revenue Bonds, Series 1993 (the "Trust Agreement") by
and between the Authority and Bank of America National Trust and
Savings Association, as trustee (the "Trustee");
NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINEDAND ORDERED, as
follows:
ARTICLE I
DEFINITIONS
Act. The term "Act" means the Improvement Bond Act of 1915,
being Division 10 (commencing with Section 8500) of the California
Streets and Highways Code, and other applicable law.
Agent. The term "Agent" means the person identified by
Section 3.03 as the transfer agent, registrar and paying agent of
the Town, and any successor pursuant to Article VIII.
Authority. The term "Authority" means the Town of Danville
Financing Authority.
Bond Administration Fund. The term "Bond Administration Fund"
means the special fund established by and administered pursuant to
Section 6.04.
Bond Re~ister. The term "Bond Register" means the records
maintained by the Agent pursuant to Section 5.01.
Bond Resolution. The term "Bond Resolution" means this
resolution providing for the issuance of the Reassessment Bonds, as
it may be amended or supplemented pursuant to its terms.
Clerk. The term "Clerk" means the City Clerk of the Town.
Code. The term "Code" means the Internal Revenue Code of
1986, as amended.
32130\00006\3~91.9 PAGE 2 OF RESOLUTION NO. 160-93
Costs of Issuance. The term "Costs of Issuance" means all
expenses incident to the calling, retiring, or paying of the Prior
Bonds and to the authorization, issuance, sale and delivery of the
Reassessment Bonds, including but not limited to any compensation,
fees and expenses of the Town and the Agent and their respective
counsel, compensation to any financial consultants and underwriters
(other than as taken in the form of a discount on the Delivery
Date), arbitrage rebate consultants, certified public accountants,
engineering and rating agency fees, bond insurance premium, filing
and recording costs, costs of preparation and reproduction of
documents, costs of printing, mailing and publication of notices
with respect to the Town and Proceedings, Town administrative
expenses, and the charges of any escrow agent or trustee in
connection with the issuance of the Reassessment Bonds or in
connection with the redemption or retirement of the Prior Bonds.
Costs of Issuance Account. The term "Costs of Issuance
Account" means the account established and held by the Treasurer
pursuant to Section 6.02 hereof.
Council.
Town.
The term "Council" means the Town Council of the
County. The term "County" means the County of Contra Costa,
a political subdivision of the State of California.
Debt Service. The term "Debt Service" means for the period of
computation the sum of (1) the interest becoming due during such
period on the Reassessment Bonds, assuming that all Reassessment
Bonds are retired as scheduled (except to the extent that such
interest is to be paid from the proceeds of sale of the
Reassessment Bonds), and (2) the principal amount of Reassessment
Bonds maturing by their terms during such period.
Delivery Date. The term "Delivery Date" means, with respect
to the Reassessment Bonds, the date upon which there is an exchange
of the Reassessment Bonds for the price paid therefor by the
Original Purchaser.
Finance Director. The term "Finance Director" means the
Administrative Services Director of the Town.
Interest Payment Date. The term "Interest Payment Date" means
the dates upon which interest on the Reassessment Bonds is payable,
being March 2 and September 2 of each year to maturity (or earlier
redemption), commencing March 2, 1995.
1985 Bonds. The term "1985 Bonds" means Improvement Bonds,
Assessment District No. 1985-1, Series No. 1985-1, dated December
23, 1985, in the initial aggregate principal amount of $16,088,876,
which bonds were refunded by the Prior Bonds.
32z30\0000~\3~gz.9 PAGE 3 OF RESOLUTION NO. 160-93
Oriqinal Purchaser. The term "Original Purchaser" means the
Bank of America National Trust and Savings Association, as Trustee
for the Authority under the Trust Agreement.
Owner. The term "Owner" means the registered owner of a Bond
as indicated on the Bond Register.
Principal Payment Date.
means any date on which
Reassessment Bonds is due.
The term "Principal Payment Date"
payment of the principal of the
Prior Bonds. The term "Prior Bonds" means Town of Danville
Limited Obligation Improvement Bonds, Sycamore Valley Reassessment
District No. 1990-1, dated December 1, 1990. The principal amount
thereof which will be outstanding after September 2, 1994 is
$11,135,000. The Prior Bonds outstanding after September 2, 1994
are being refunded in the proceedings had pursuant to the
Resolution of Intention (the Prior Bonds maturing on September 2,
1994 are not being refunded pursuant to said proceedings).
Proceedings. The term "Proceedings" means the official
actions and related petitions and certificates identified with or
undertaken pursuant to the Resolution of Intention.
Purchase Contract. The term "Purchase Contract" means the
purchase contract related to the Reassessment Bonds executed and
delivered by the Town and the Authority in connection with the
purchase of the Reassessment Bonds by the Trustee.
Reassessment Bonds. The term "Reassessment Bonds" means the
Reassessment Bonds authorized pursuant to Section 3.01.
Reassessment District. The term "Reassessment District" means
Reassessment District No. 1993-2.
Reassessment Prepayment Account. The term "Reassessment
Prepayment Account" means the account of the Redemption Fund so
designated and established pursuant to Section 2.05.
"Record Date." The term "Record Date" means the fifteenth
(15th) day of the month immediately preceding each Interest Payment
Date.
Redemption Fund. The term "Redemption Fund" means the special
fund established by and administered pursuant to Section 6.03.
Refunding Account. The term "Refunding Account" means the
account established by and administrated pursuant to Section 5.10
of the Trust Agreement.
Refundinq Law. The term "Refunding Law" means the Refunding
Law of 1984 for 1915 Improvement Refunding Law Bonds, being
Division 11.5 of the Streets and Highways Code of the State of
California.
32130\0000~\3~91.9 PAGE 4 OF RESOLUTION NO. 160-93
Reserve Account. The term "Reserve Account" means the lien
supported reserve account of the Reserve Fund established by and
administered pursuant to Section 5.06 of the Trust Agreement.
Resolution of Intention. The term "Resolution of Intention"
means Resolution No. 157-93, A Resolution of Intention to Conduct
Reassessment and Reassessment Proceedings, adopted by the Council
on December 7, 1993, as such may be modified or changed pursuant to
law.
Superintendent of Streets. The term "Superintendent of
Streets" means the City Engineer of the Town.
Tax Certificate. The term "Tax Certificate" means the
document concerning certain tax matters pertaining to the use and
investment of proceeds of the Reassessment Bonds, executed by the
Town and delivered to the Authority Town pursuant to Section 7.01
on the Delivery Date.
Town. The term "Town" means the Town of Danville, a general
law city and a municipal corporation organized and existing under
the laws of the State of California.
Treasurer.
Town.
The term "Treasurer" means the Treasurer of the
Trust Aqreement. The term "Trust Agreement" means that
certain trust agreement providing for the issuance of the
Authority's Reassessment Revenue Bonds, Series 1993, by and between
the Authority and the Town.
Trustee. The term "Trustee" means the Bank of America
National Trust and Savings Association under the Trust Agreement.
ARTICLE II
GENERAL PROVISIONS
SECTION 2.01. Law Applicable. The Reassessment Bonds shall
be issued and the reassessments will be levied pursuant to the
provisions of the Refunding Law.
SECTION 2.02. Reassessment Bonds Secured; Limited Obliqation.
The Reassessment Bonds are secured by the moneys in the Redemption
Fund, and by the then-unpaid portion of reassessments described in
the Proceedings.
Neither the faith and credit of the Town nor of the State of
California or any political subdivision thereof is pledged to the
payment of the Reassessment Bonds. The Reassessment Bonds are
"Limited Obligations Improvement Bonds" as provided in Section
7.03.
32130\00006\3~91.9 PAGE 5 OF RESOLUTION NO. 160-93
SECTION 2.03. Amount of the Reassessments. The aggregate
amount of the reassessment confirmed by the Council is
$10,991,277.01; reference is hereby made to the reassessment and to
the reassessment diagram recorded in the office of the
Superintendent of Streets of the Town for the amount of the
reassessment confirmed on each of the parcels of land within the
reassessment district.
In the event that the Reassessment Bonds are issued in a
principal amount less than the amount of the confirmed
reassessment, the reassessment shall be reduced to an amount equal
to the principal amount of the Reassessment Bonds.
SECTION 2.04. Collection of Unpaid Reassessments. The unpaid
reassessments, together with the interest thereon, shall remain and
constitute a trust fund for the redemption and payment of the
principal of the Reassessment Bonds and for the interest due
thereon.
The unpaid reassessments shall be payable in annual
installments corresponding in number and proportionate amounts to
the number of installments and principal amounts of Reassessment
Bonds maturing in each year pursuant to Section 8650.1 of the Act.
An annual proportion of each reassessment shall be payable in each
fiscal year preceding the date of maturity of each of the
Reassessment Bonds which have been issued, sufficient to pay the
Reassessment Bonds when due. The annual proportion of each unpaid
reassessment coming due in any year, together with the annual
interest thereon, shall be payable in the same manner and at the
same time and in the same installments as the general taxes of the
Town on real property are payable, and become delinquent at the
same times and in the same proportionate amounts and, except for
the penalties provided below, shall bear the same proportionate
penalties and interest after delinquency as do the general taxes on
real property of the County.
The Finance Director shall annually make records showing the
several installments of principal and interest on the reassessments
which are to be collected for the forthcoming year during the term
of the Reassessment Bonds and shall transmit such records to the
County Auditor-Controller.
Prior to preparation of such records for fiscal year 2005-06,
the Finance Director shall make an allowance for the credit to be
given pursuant to Section 5.06(e) of the Trust Agreement.
A record of the several installments of principal and interest
on the unpaid reassessments which are to be collected in each year
during the term of the Reassessment Bonds shall be kept in the
office of the County Auditor-Controller.
Sums received from the collection of the principal of the
unpaid reassessments and of the interest thereon shall be deposited
into the Redemption Fund, except that amounts representing advances
32130\0000~\36919 PAGE 6 OF RESOLUTION NO. 160-9~
from the Reserve Fund (established under the Trust Agreement) to
pay interest or principal on Reassessment Revenue Bonds issued by
the Authority under the Trust Agreement, made pursuant to
Section 5.06 of the Trust Agreement, shall be transferred to the
Trustee for deposit into the Reserve Fund.
Any sums collected to represent the County's costs of such
collection shall be retained by the County.
So long as the County operates under Sections 4701-4717 of the
Revenue and Taxation Code (commonly known and referred to herein as
the "Teeter Plan") with respect to the collection and disbursement
of the reassessments, the Countt shall retain any penalties and
interest on delinquent reassessments and shall levy such penalties
and charge such interest as it may determine, in the manner as it
does for general property taxes.
If the County for any reason abandons the Teeter Plan, a
penalty of two percent (2%) per month of the total amount of any
delinquent reassessment installment shall be added to such
delinquent reassessment installment after the close of business on
the delinquency date, and an additional penalty of two percent (2%)
of the amount of such delinquency shall be added thereto at the
beginning of business on the tenth (10th) day of each succeeding
month until such delinquent reassessment installment and all
penalties are fully paid. The penalties shall be in lieu of all
other penalties assessed by other provisions of law, and the
Treasurer shall collect such penalties with, and as part of, such
delinquent reassessment installments. All such penalties collected
shall be deposited in the Redemption Fund.
Any sums collected which represent fees and charges imposed by
the Town to provide for payment or reimbursement of the
administrative costs of collection of reassessments (other than
those imposed by the County for the collection of the reassessment
on the County's tax roll), of maintaining the record of
installments to be collected on the County's tax roll, of
maintaining the system of registration and transfer of the
Reassessment Bonds, of paying or calling and redeeming the
Reassessment Bonds and paying the interest thereon, and of
complying with the Code with respect to the Reassessment Bonds
(including fees and charges of agents engaged to assist in
complying with federal arbitrage requirements), shall be deposited
in the Bond Administration Fund.
The provisions of Section 9545 of the Refunding Law and
Part 11.1 of the Act are applicable to the collection of the unpaid
reassessments and the advance retirement of the Reassessment Bonds.
Pursuant thereto, whenever an owner, except the owner of land which
has been ordered to judicial foreclosure pursuant to Section 8830
Of the Act, elects to pay off an unpaid reassessment in full and
remove the lien of the reassessment pursuant to said Section 9545
and Part 11.1, the Treasurer shall collect from such owner the
total of the following sums:
32~30\0000~\3691.9 PAGE 7 OF RESOLUTION NO. 160-92
(a) The amount of any delinquent installments of
principal and interest, together with penalties accrued to the date
of prepayment.
(b) The unpaid, nondelinquent principal of the
reassessment, including principal posted to the tax roll for the
current fiscal year but not yet paid.
(c) An allowance for redemption premium, calculated by
multiplying the amount of the unmatured principal by the redemption
premium percentage stated in the Reassessment Bonds. Unmatured
principal excludes principal due during the fiscal year of
prepayment.
(d) A reasonable fee, fixed by the Treasurer, for the
cost of administering the prepayment and the advance retirement of
Reassessment Bonds.
(e) Interest accrued to the next call date of the
Reassessment Bonds. The next call date shall be the next Interest
Payment Date which is not less than 90 days after the date of
prepayment. Credit shall be given, or a refund provided, for
installments of interest posted to the current tax roll and
actually paid.
(f) A credit for the Reserve Account calculated pursuant
to Section 9620 of the Refunding Law and Section 8881 of the Act.
For purposes of this calculation, the "total amount initially
provided for the special reserve fund" shall mean the sum of the
amount deposited into the Reserve Account within the Reserve Fund
pursuant to Section 5.02(i) (b) of the Trust Agreement on the
Delivery Date of the Authority's Reassessment Revenue Bonds plus
the amount deposited into the Reserve Account pursuant to
Section 7.05 hereof as a result of the collection of reassessments
securing the Prior Bonds during fiscal year 1993-94.
Further, pursuant to Section 9545 of the Refunding Law and
Part 11.1 of the Act, whenever an owner of reassessed land, except
land which has been ordered to judicial foreclosure pursuant to
Section 8830 of the Act, elects to prepay the reassessment in part
and remove the lien of the reassessment in part, the Treasurer
shall collect from each owner the total of the following sums:
(a) The amount of any delinquent installment of
principal and interest, together with penalties accrued to the date
of prepayment.
(b) A portion of the unpaid, nondelinquent principal of
the reassessment in increments of five thousand dollars ($5,000).
(c) An allowance for redemption premium, calculated by
multiplying the amount of the unmatured principal being prepaid by
the redemption premium percentage stated in the Reassessment Bonds.
32130\00006\369~.~ PAGE 8 OF RESOLUTION NO. 160-93
(d) A reasonable fee, fixed by the Treasurer, for the
cost of administering the prepayment and the advance redemption of
Reassessment Bonds.
(e) Interest accrued to the next call date of the
Reassessment Bonds. The next call date is the next Interest
Payment Date which is not less than 90 days after the date of
prepayment.
(f) A credit for the Reserve Account calculated pursuant
to Section 9620 of the Refunding Law and Section 8881 of the Act.
For purposes of this calculation, the "total amount initially
provided for the special reserve fund" shall mean the sum of the
amount deposited into the Reserve Account within the Reserve Fund
pursuant to Section 5.02(i) (b) of the Trust Agreement on the
Delivery Date of the Authority's Reassessment Revenue Bonds plus
the amount deposited into the Reserve Account pursuant to
Section 7.05 hereof as a result of the collection of reassessments
securing the Prior Bonds during fiscal year 1993-94.
When a reassessment has been partially prepaid, the Treasurer
shall issue a revised auditor's record for that parcel, showing the
proportionate reduction in reassessment installments. Thereafter,
the Treasurer shall levy subsequent installments at the reduced
rate.
SECTION 2.05. Disbursement of Moneys Resultinq From
Prepayments of Reassessments. Upon receiving a prepayment of a
reassessment, the Treasurer shall deposit it into the Reassessment
Prepayment Account of the Redemption Fund, which subaccount is
hereby established. All prepayments may be commingled in a single
subaccount. From the Reassessment Prepayment Account the Treasurer
shall make disbursements as follows:
(a) The Town's administrative fee, if any, shall be
deposited into the Bond Administration Fund.
(b) So long as the Teeter Plan is in effect with respect
to the collection and disbursement of the reassessments, delinquent
principal, interest and penalties shall be paid to the County;
otherwise, they shall be deposited into the Redemption Fund except
that, to the extent the Trustee has made advances from the Reserve
Fund to the Interest Fund or the Principal Fund, or both, pursuant
to the Trust Agreement, on account of the delinquencies, the
delinquent amounts and penalties shall, instead, be transferred to
the Trustee and deposited into the Reserve Fund to the extent of
such advances.
(c) The installment of principal due in the fiscal year
of prepayment shall be deposited into the Redemption Fund.
(d) Interest accrued to the next call date shall be
deposited into the Redemption Fund.
32130\00006\3691 9 PAGE 9 OF RESOLUTION NO. 160-93
(e) The balance in the Reassessment Prepayment Account
shall be transferred to the Trustee for deposit in the Revenue Fund
pursuant to Section 5.03(b) of the Trust Agreement. The amount so
transferred, plus the credit given for amounts in the Reserve
Account (the amount of the credit given calculated pursuant to
Section 2.04), shall be used to advance the maturity of
Reassessment Bonds to the next call date as provided herein. The
amount of Reassessment Bonds to be retired shall be the maximum for
which principal and redemption premium may be satisfied in full
from the sum of the amount in the Reassessment Prepayment Account
plus the Reserve Account credit. Accrued interest on Reassessment
Bonds to be retired shall be paid from the Redemption Fund.
ARTICLE III
THE REASSESSMENT BONDS
SECTION 3.01. Issuance of Reassessment Bonds. Reassessment
Bonds aggregating $10,991,277.01 in principal amount shall be
issued upon the security of the reassessments levied as security
therefor in accordance with the provisions of the Refunding Law,
shall be issued in fully registered form, without coupons,
registered initially in the name of the Original Purchaser, shall
be known as "Town of Danville Limited Obligation Improvement Bonds,
Sycamore Valley Reassessment District No. 1993-2," (the
"Reassessment Bonds" and singularly a "Reassessment Bond"), shall
be dated the date of original delivery thereof (the "Delivery
Date"), shall be numbered as determined by the Agent hereinafter
designated, shall be of the denomination of $5,000 or an integral
multiple thereof (except that one Bond of the earliest maturity may
be of a different denomination, as necessary), and shall mature in
the principal amounts and on the dates set forth in Exhibit A
attached hereto and by this reference made a part hereof; provided
however that the principal amount of the Reassessment Bonds may be
reduced and the maturity schedule may be adjusted pursuant to the
Purchase Contract between the Town and the Original Purchaser with
respect thereto, no later than the Delivery Date, and in that
event, the maturity schedule attached hereto as Exhibit A shall be
revised by the Clerk, and Reassessment Bonds aggregating the total
principal amount and maturing as so certified shall be issued
instead of the principal amount and maturities herein stated.
SECTION 3.02. Interest. The Reassessment Bonds shall bear
interest at the rate or rates set forth in the Purchase Contract,
not to exceed six and one-half percent (6.50%) per annum, payable
commencing on March 2, 1995 and thereafter semiannually on each
Interest Payment Date, being March 2 and September 2 in each year
to maturity, or the date of advanced maturity thereof. Each Bond
shall bear interest (computed on a 360-day year, 30-day month,
basis) from the Interest Payment Date next preceding the date of
authentication thereof, unless such date of authentication is after
the Record Date with respect to an Interest Payment Date, in which
event it shall bear interest from such Interest Payment Date, or
32130\0000~\3691.9 PAGE 10 OF RESOLUTION NO. 160-93
unless authenticated on or prior to the first Record Date, in which
event it shall bear interest from its date; provided, however, that
if, at the time of authentication, interest is in default, the Bond
shall bear interest from the last Interest Payment Date to which
interest has previously been paid or made available for payment, or
from its date if no interest has been paid.
Each Bond will continue to bear interest after maturity at the
rate stated therein, provided it is presented at maturity and
payment thereof is refused on the sole ground that there is not
sufficient money in the Redemption Fund with which to pay the same.
If a Bond is not presented at maturity, interest thereon will run
only until maturity.
SECTION 3.03. Reassessment Bonds Payable. The principal of
the Reassessment Bonds, and any redemption premium, shall be
payable in lawful money of the United States of America at the
office of the Finance Director, in Danville, California, or its
successor, hereby designated as transfer agent, registrar, and
paying agent (the "Agent") of the Town, upon surrender of the
Reassessment Bonds at said office of the Agent. Interest shall be
payable by check mailed by first class mail on the Interest Payment
Date to the owner of record at the owner's address, as such name
and address appear in the Bond Register maintained by the Agent as
of the close of business on the Record Date, or, upon the request
in writing of an Owner of $1,000,000 or more in aggregate principal
amount of Reassessment Bonds, such request having been made before
the Record Date preceding an Interest Payment Date, such interest
shall be paid on such Interest Payment Date by wire transfer in
immediately available funds to an account within the continental
United States designated by such Owner to the Agent.
SECTION 3.04. Form of Reassessment Bonds. The Reassessment
Bonds shall be substantially in the form set forth in Exhibit B
attached hereto and by this reference made a part hereof, with the
blank spaces therein completed to conform to the provisions of this
Bond Resolution. Any portion of the text of any Bond may be set
forth on the reverse thereof with an appropriate reference thereto
on the face of the Bond.
SECTION 3.05. Execution of Reassessment Bonds. The
Reassessment Bonds shall be executed on behalf of the Town by the
Treasurer and the Clerk, which signatures shall be engraved,
printed or lithographed facsimiles thereof, and a facsimile of the
official seal of the Town shall appear on the Reassessment Bonds in
like manner, provided that the signatures of said officers and the
seal of the Town on any temporary Bond may be manually affixed
thereto.
Only Reassessment Bonds authenticated and registered by the
endorsement thereon of a certificate substantially in the form set
forth in Exhibit B hereof, and dated and signed by the Agent, shall
be valid and become obligatory for any purpose under and be
entitled to the benefits of the Refunding Law and this Bond
32130\00006\3~919 PAGE 11 OF RESOLUTION NO. 160-93
Resolution, and every such certificate of the Agent upon any such
Bond shall be conclusive evidence that the Bond so authenticated
and registered has been duly issued hereunder and that the Owner is
entitled to the benefits of the Refunding Law and this Bond
Resolution.
If any officer whose signature appears on the Reassessment
Bonds ceases to be such officer before the delivery of the
Reassessment Bonds, such signature shall be as valid as if such
officer had remained in office until the delivery of the
Reassessment Bonds.
SECTION 3.06. Preparation of Reassessment Bonds. The Clerk
is hereby directed to cause Reassessment Bonds to be prepared in
accordance with this Bond Resolution and the Purchase Contract, and
the Clerk shall, upon their execution, cause their delivery to the
Agent for safekeeping until ready for authentication, registration
and delivery to the Original Purchaser. The Clerk shall also cause
a suitable quantity of blank Reassessment Bonds to be prepared and
transmitted to the Agent which the Agent shall hold in safekeeping
until needed to effect transfers, exchanges or replacements of
lost, stolen, destroyed or mutilated Reassessment Bonds.
If CUSIP identification numbers are assigned by the CUSIP
Service Bureau for printing on the Reassessment Bonds, neither the
failure to print such number on any Bond nor any error with respect
thereto shall constitute cause for a failure or refusal by the
Original Purchaser to accept delivery of and pay for the
Reassessment Bonds in accordance with the terms of the purchase
contract therefor.
SECTION 3.07. Delivery of the Reassessment Bonds. Upon the
execution, authentication and registration of the Reassessment
Bonds, and upon compliance with the terms of the Purchase Contract
for the Reassessment Bonds, the Treasurer shall instruct the Agent
to deliver the Reassessment Bonds to the Original Purchaser thereof
upon receipt of the amount to be paid therefor, and the Agent shall
comply with such instructions.
The Treasurer, Clerk, Finance Director and Manager are hereby
charged with the responsibility for the issuance and delivery of
the Reassessment Bonds. Said officers and other members of the
Town staff are hereby authorized jointly and severally to execute
any and all documents and do any and all things deemed necessary or
advisable in order to consummate the delivery of the Reassessment
Bonds, pursuant to the Purchase Contract therefor and otherwise to
effectuate the purposes of this Bond Resolution.
The Treasurer is authorized to determine the amount and use of
the proceeds of the Reassessment Bonds and the payment and security
therefor, and to certify for the Town facts, estimates and
reasonable expectations, and to covenant for the Town with respect
thereto, as in the determination of the Treasurer may be necessary
to establish and maintain the exclusion of the interest on the
32130\00006\3691 9 PAGE 12 OF RESOLUTION NO. 160-93
Reassessment Bonds from gross income for federal income tax
purposes, and any such covenant shall be as binding on the Town as
though set forth in this Bond Resolution.
SECTION 3.08. Mutilated, Destroyed, Lost or Stolen
Reassessment Bonds. In case any Bond shall become mutilated or
defaced in respect of the body of such Bond so as to impair its
value to the Owner, or shall be believed by the Town and Agent to
have been destroyed, lost or stolen, upon clear and unequivocable
proof of ownership satisfactory to the Town and Agent and, upon the
surrender at the named office of the Agent, of such mutilated or
defaced Bond sufficiently identifiable by number and description,
or upon the receipt of evidence satisfactory to the Town and Agent
of such destruction, loss or theft, and upon payment of all
expenses incurred by the Town and Agent in the premises and after
compliance with such other reasonable regulations as the Town and
Agent may prescribe, and, in the case of a Bond claimed to have
been destroyed, lost or stolen, upon receipt of indemnity
satisfactory to the Town and Agent, and in the absence of notice to
the Town or Agent that such Bond has been acquired by a bona fide
purchaser, the Town shall execute and the Agent shall authenticate,
register and deliver at the named office of the Agent a new Bond of
like maturity, principal amount and series, in authorized
denominations, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated or defaced Bond, or
in lieu of and in substitution for the Bond so destroyed, lost or
stolen. If any such destroyed, lost or stolen Bond has become or
is about to become due and payable, payment of the amount due
thereon may, in the discretion of the Town, be made by the Agent
upon receipt of like proof,~ indemnity and payment of expenses,
without delivery of a new Bond.
Any such replacement Reassessment Bond issued pursuant to this
Section 3.08 shall be entitled to equal and proportionate benefits
with all other Reassessment Bonds of the same series issued
hereunder. The Town and the Agent shall not be required to treat
both the original Bond and any replacement Bond as being
outstanding, but both the original and replacement Bond shall be
treated as one and the same.
ARTICLE IV
ADVANCE RETIREMENT OF REASSESSMENT BONDS
SECTION 4.01. (a) Mandatory Advancement of Reassessment Bond
Maturity. Subject to the provisions of this Article IV, the
Treasurer shall advance the maturity of (redeem) any Bond, or
portion thereof in an integral multiple of $5,000, to any Interest
Payment Date, being the second day of March or September in any
year, and cause the Agent to pay and cancel the same whenever there
are sufficient moneys in the Reassessment Prepayment Account of the
Redemption Fund for its retirement.
32130\00006\3691 9 PAGE 13 OF RESOLUTION NO. 160-93
(b) Amount Due Upon Mandatory Advanced Maturity. Each Bond,
or any portion of a Bond in the amount of $5,000 or any multiple
thereof, shall be subject to advanced maturity upon payment of a
redemption price of 103% of the principal amount thereof, plus
interest to the date of advanced maturity.
SECTION 4.02. Notice of Advanced Maturity. Unless waived by
the Owner of a Bond proposed for advanced maturity, notice of
advanced maturity shall be given in writing by personal service
upon, or by mailing by registered or certified mail addressed to
the Owner, at least 30 days before the date fixed for advanced
maturity, and the Bond shall mature and become payable on the date
fixed for advanced maturity. If notice is mailed, it shall be
mailed to the address shown on the Bond Register. More than one
Bond may be included in a single notice of advanced maturity.
The Treasurer shall give the notice of advanced maturity;
provided, however, that the Treasurer may direct the Agent to give
notice of advanced maturity by mail, by delivering written
instructions to the Agent, accompanied by the notice specified by
Section 4.07(c), at least 45 days before the date fixed for
advanced maturity, and in that case, the Agent shall give the
notice of advanced maturity.
SECTION 4.03. Surrender of Reassessment Bond; Payment. The
Owner of the Bond all or a portion of which is proposed to be
redeemed may, prior to the date fixed for advanced maturity, with
the consent of the Treasurer, surrender the Bond and receive the
principal thereof proposed to be redeemed, together with the
redemption premium thereon, and interest on such principal amount
to the date of payment.
If a Bond is not sooner surrendered, on the date fixed for
advanced maturity the Agent shall set aside to the credit of the
Owner the amount of the principal thereof proposed to be redeemed,
together with the redemption premium thereon, and interest then due
on such principal amount, and the portion of the Bond proposed to
be redeemed shall be deemed to have matured and interest shall
cease to accrue thereon. The amount so set aside shall, upon
demand and upon the surrender of the Bond, be paid to the Owner.
In the event only a portion of a Bond is redeemed, a new Bond or
Reassessment Bonds of like maturity, series and of authorized
denominations, equal to the remaining portion of the Bond so
redeemed, shall be issued without expense to the Owner of the Bond
so redeemed.
SECTION 4.04. Contents of Notices of Advanced Maturity.
notices of advanced maturity shall be dated and shall state:
All
(a) the date fixed for advanced maturity,
(b)
the redemption price, based upon the payment of
interest to the date fixed for advanced maturity,
32130\00006\3691 9 PAGE 14 OF RESOLUTION NO. 160-93
(c)
if less than all outstanding Reassessment Bonds are
to be redeemed, the identification (and, in the
case of partial redemption, the respective
principal amounts) of the Reassessment Bonds to be
redeemed,
(d)
that on the date fixed for advanced maturity the
redemption price will become due and payable upon
each such Bond or portion thereof called for
redemption, and that interest thereon shall cease
to accrue from and after said date, and
(e)
the place where such Reassessment Bonds are to be
surrendered for payment of the redemption price.
SECTION 4.05. Settinq Aside of Funds for Advance Retirement
of Reassessment Bonds. Prior to any advance retirement of a Bond
or portion thereof, the Town shall set aside with the Agent an
amount of money sufficient to pay the redemption price, based upon
the payment of interest to the date fixed for advanced maturity or
earlier payment date, of all the Reassessment Bonds or portions of
Reassessment Bonds which are to be retired by advanced maturity on
a particular date.
SECTION 4.06. Vacation of Proceedinq for Advance Retirement
of Reassessment Bonds. Prior to the surrender of any Bond or the
setting aside of any funds for retirement of a Bond or portion
thereof by advanced maturity, the Treasurer may waive and vacate
any proceedings for such redemption upon being tendered for
cancellation some other Reassessment Bond or Reassessment Bonds, or
portion of a Reassessment Bond, of an equivalent principal amount
and of a maturity not earlier than that noticed, if 10 days' notice
of the Treasurer's intention so to do is first given by mail or
otherwise to the Owner of the Reassessment Bond noticed for
advanced maturity and such owner has not objected to such action.
SECTION 4.07. Procedure in Selectinq Reassessment Bonds for
Retirement by Advanced Maturity. As provided by Section 2.04, the
provisions of Section 9545 of the Refunding Law and Part 11.1 of
the Act are applicable to the prepayment of reassessments and the
mandatory advancement of the maturity of the Reassessment Bonds.
If the amount of any prepayment of reassessments together with
prepayments of other reassessments and other available moneys in
the Redemption Fund is sufficient to provide surplus available
funds with which to retire an outstanding Reassessment Bond or
portion, the Treasurer, or the Agent at the direction of the
Treasurer, shall select a Reassessment Bond or portion to be
retired by advanced maturity as provided in this Article IV. In
order to select a Reassessment Bond or portion for retirement by
advanced maturity, the Treasurer shall:
(a) Request from the Agent a list of the names and
addresses of the Owners of the Reassessment Bonds and the numbers,
32z30\00006\369z.9 PAGE 15 OF RESOLUTION NO. 160-93
denominations and maturities of the Reassessment Bonds held by such
owners;
(b) Select Reassessment Bonds for advanced maturity in
such a way that the ratio of outstanding Reassessment Bonds to
originally issued Reassessment Bonds shall be approximately the
same in each annual series, insofar as possible. Within each
annual series, Reassessment Bonds shall be selected for advanced
maturity by lot. The decision of the Treasurer, or the Agent at
the direction of the Treasurer, in selecting Reassessment Bonds or
pertions thereof for advanced maturity shall be conclusive in the
absence of fraud.
(c) Immediately notify the Agent of' the Reassessment
Bonds selected for advanced maturity and provide written notice to
the Agent of the terms of advanced maturity as specified in Section
4.04; and
(d) Give or arrange for the Agent to give the notice of
advanced maturity required by Sections 4.02 and 4.09.
Upon notification to the Agent of the Bond or portion selected for
advanced maturity (redemption) as provided in subdivision (c), no
transfer or exchange of such Bond shall be permissible until the
Bond shall have been surrendered for retirement or proceedings for
its retirement by advanced maturity shall have been vacated.
SECTION 4.08. Effect of Proceedings for Retirement by
Advanced Maturity. Notice of advanced maturity having been given
as provided by the preceding Sections of this Article IV, the
Reassessment Bonds or portions of Reassessment Bonds so to be
retired shall, on the advanced maturity date, become due and
payable at 'the redemption price therein specified, and from and
after such date (unless the Town shall default in the payment of
the redemption price) such Reassessment Bonds or portions of
Reassessment Bonds shall cease to bear interest. The failure by
the Owner of a Reassessment Bond to receive notice of advanced
maturity shall not affect the validity of the proceedings for the
retirement by advanced maturity of such Reassessment Bond or the
cessation of interest. Upon surrender of such Reassessment Bonds
for retirement in accordance with said notice, such Reassessment
Bonds or portions shall be paid by the Agent at the redemption
price. Installments of interest due prior to the advanced maturity
date shall be payable as provided by Article III for payment of
interest. All Reassessment Bonds which have been retired shall be
cancelled and destroyed by the Agent and shall not be reissued. A
certificate by the Agent that notice of advanced maturity has been
duly given shall be conclusive as against all parties.
SECTION 4.09. Additional Notice. In addition to notice of
advanced maturity as provided by Section 4.02, further notice shall
be given by the Treasurer (or by the Agent, by arrangement by the
Treasurer) as set out below, but no defect in said further notice
nor any failure to give all or any portion of such further notice
32130\0000S\36919 PAGE 16 OF RESOLUTION NO. 160-g
shall in any manner defeat the effectiveness of the retirement by
advanced maturity proceedings pursuant to any notice required by
Section 4.02. (So long as all of the unpaid Reassessment Bonds are
registered in the name of the Trustee, no additional notice shall
be given pursuant hereto.)
(a) Each further notice of advanced maturity given
hereunder shall contain the information required above for notice
of advanced maturity plus (i) the CUSIP numbers of all Reassessment
Bonds being retired; (ii) the date of issue of the Reassessment
Bonds as originally issued; (iii) the rate of interest borne by
each Reassessment Bond being retired; (iv) the maturity date of
each Reassessment Bond being retired; (v) certificate numbers and
called amounts of each certificate (for partial calls); (vi)
redemption agent name and address; and (vii) any other descriptive
information needed to identify accurately the Reassessment Bonds
being retired.
(b) Each further notice of advanced maturity shall be
sent, in a timely manner designed to assure that such notice is in
the possession of the depositories and services no later than the
close of business of the day before the day notice provided for by
Section 4.02 is given or mailed to the Owners of the Reassessment
Bonds, by telecopy or registered or certified mail or overnight
delivery service, to all registered securities depositories
customarily so notified (such depositories now being Depository
Trust Company, Garden Town, New York, Midwest Securities Trust
Company, Chicago, Illinois, and Philadelphia Depository Trust
Company, Philadelphia, Pennsylvania) and to one or more national
information services that customarily disseminate notices of
redemption of obligations such as the Reassessment Bonds (such
services now including Financial Daily Called Bond Service,
Interactive Data Corporation's Bond Service, Kenney Information
Service's Called Bond Service, Moody's Municipal and Government,
and Standard & Poor's Called Bond Record).
(c) Upon the payment of the redemption price of
Reassessment Bonds being retired by advanced maturity, each check
or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying, by issue and maturity, the Reassessment
Bonds being retired with the proceeds of such check or other
transfer.
ARTICLE V
REGISTRATION
SECTION 5.01. Bond Re~ister. The Town shall cause to be kept
records (the "Bond Register") at the named office of the Agent
indicating at all times the series, number, date, denomination,
maturity date, rate of interest and the amount of each interest
payment of the Reassessment Bonds and the names, addresses and
social security or other tax identification numbers of the Owners
32130\0000~\36919 PAGE 17 OF RESOLUTION NO. 160-93
of the outstanding Reassessment Bonds that have been authenticated
and registered by the Agent. The Agent shall, under such
reasonable regulations as the Agent may prescribe, authenticate and
register or transfer or exchange or cause to be authenticated and
registered or transferred or exchanged, in said Bond Register, the
Reassessment Bonds as herein provided.
The Reassessment Bonds shall be registered only in the name of
an individual (including joint owners), a corporation, a
partnership or a trust.
The Agent shall cancel or cause to be cancelled in the Bond
Register each Reassessment Bond paid or surrendered for transfer or
exchange.
The information contained in the Bond Register with regard to
the ownership of or security interests in the Reassessment Bonds
shall not be subject to inspection or copying by the public as
provided in Section 5060(a) of Chapter 1.5 of Division 6 of Title
1 of the California Government Code, provided that such Bond
Register shall be open for inspection by the Town during reasonable
business hours, upon at least one business day advance written
notice.
The Register and cancelled Reassessment Bonds shall be
retained for five years beyond the last maturity of the
Reassessment Bonds.
SECTION 5.02. Transfer and Exchanqe of Reassessment Bonds.
Any duly authenticated and registered Reassessment Bond may, in
accordance with its terms, be transferred upon the Bond Register
required to be kept pursuant to Section 5.01 hereof by the Owner,
or by an attorney therefor duly authorized in writing, upon
surrender of the Reassessment Bond to be transferred at the named
office of the Agent, duly endorsed or accompanied by a duly
executed written instrument of transfer satisfactory to the Agent,
with signatures guaranteed by an eligible guarantor institution.
The Agent shall forthwith cancel the Reassessment Bond surrendered
for transfer and the Town shall execute and the Agent shall
authenticate, register and issue one or more new fully registered
Reassessment Bonds of like maturity and of authorized
denominations, aggregating the principal amount of the Reassessment
Bond surrendered for transfer. The new Reassessment Bond or
Reassessment Bonds shall be registered in one or more permissible
names, as requested by the Owner or the attorney therefor duly
authorized.
Any duly authenticated and registered Reassessment Bond may,
in accordance with its terms, be exchanged at the named office of
the Agent for a like aggregate principal amount of Reassessment
Bonds of other authorized denominations of the same maturity as the
Reassessment Bond surrendered for exchange.
32130\00006\3~91.9 PAGE 18 OF RESOLUTION NO. 160-93
/
For any registration, transfer or exchange of Reassessment
Bonds (except initial registration of Reassessment Bonds being
delivered to the Original Purchaser), the Town or Agent may, as a
condition precedent to the exercise of such privilege, require
payment by the person requesting such registration, transfer or
exchange, of an amount sufficient to reimburse it for any tax or
other governmental charge that may be imposed in connection
therewith but no other charge shall be made to any owner or the
Town for the privilege of exchanging or registering the transfer of
Reassessment Bonds under the provisions of this Bond Resolution.
The Town and the Agent may deem and treat the person in whose
name any outstanding Bond shall be registered upon the Bond
Register as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of,
or on account of, the principal or redemption price, if any, and
interest on such Bond and for all other purposes. All such
payments so made to any such Owner or upon the order of such owner
shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid, and
neither the Town nor the Agent shall be affected by any notice to
the contrary.
The Agent shall not transfer or exchange any Bond which the
Treasurer, or the Agent at the direction of the Treasurer, has
selected for retirement by advanced maturity (redemption), as
provided in Section 4.07, provided that the Agent has been notified
that such Bond is being retired, and the transfer or exchange of
any Bond shall not be required to be made between a Record Date and
the subsequent Interest Payment Date, or between the date of
provision to the Treasurer of the list specified by Section 4.07(a)
and the date of notification to the Agent of the Reassessment Bonds
selected for retirement by advanced maturity (redemption).
Each Reassessment Bond delivered under this Bond Resolution
upon transfer of or in exchange for or in lieu of any other
Reassessment Bond shall carry all the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Reassessment Bond, and each such Reassessment Bond shall bear
interest from such date that neither gain nor loss in interest
shall result from such transfer, exchange or substitution.
ARTICLE VI
APPLICATION OF REASSESSMENT BOND PROCEEDS AND
ESTABLISHMENT OF FUNDS
SECTION 6.01. Refunding Account. At the time of the issuance
of the Reassessment Bonds, the Trustee shall, in accordance with
the Trust Agreement, and as payment of the purchase price of the
Reassessment Bonds, deposit into the Refunding Account established
under Section 5.10 of the Trust Agreement the amount of
$ /O,~l~/2~Oof~ which, together with the funds to be deposited
32130\00006\3691.9 PAGE 19 OF RESOLUTION NO. 160-93
therein pursuant to the following paragraph, will be sufficient,
together with any interest or gain to be derived from the scheduled
investment thereof (in the opinion of a certified public accountant
licensed to practice in the State of California, who shall certify
such determination in writing to the Trustee) to redeem, on
March 2, 1994, all Prior Bonds maturing by their terms after
September 2, 1994, together with the payment of any redemption
premium, and accrued interest thereon. All moneys in this Account
shall be applied by the Trustee exclusively for the purpose of
redeeming, on March 2, 1994, all of thePrior Bonds maturing by
their terms after September 2, 1994, together with the payment of
any redemption premiums and accrued interest thereon.
The Finance Director shall, simultaneously with the issuance
of the Reassessment Bonds, transfer, out of the amounts currently
held in the reserve fund and the redemption fund for the Prior
Bonds, the amount of $,~-Og~dO from the reserve fund, and the
amount of $ 61~0~.~ from the redemption fund, to the Trustee
for deposit as follows: (a) $~,~7/~f3 shall be deposited into
the Interest Fund held pursuant to Section 5.04 of the Trust
Agreement; and (b) $1~qfq,~'3~g shall be deposited into the
Refunding Account held pursuant to Section 5.10 of the Trust
Agreement.
The Trustee (as the paying agent on the Prior Bonds) is hereby
authorized and directed on behalf of the Town to provide notice of
redemption (advance maturity) pursuant to the Act in order that all
of the Prior Bonds maturing by their terms after September 2, 1994,
be duly redeemed on March 2, 1994, and to pay from the Refunding
Account the principal of and interest and redemption premiums, if
any, on the Prior Bonds so called for advance maturity in
accordance with the Act.
SECTION 6.01A% Reserve Account. The Finance Director shall,
simultaneously with the issuance of the Reassessment Bonds,
transfer, out of the proceeds thereof, $ =P7~20 to the Trustee
for deposit into the Reserve Account held pursuant to Section 5.06
of the Trust Agreement.
The Finance Director shall, following the issuance of the
Reassessment Bonds, from any amounts thereafter received from the
fiscal year 1993-94 collection of the reassessments securing the
Prior Bonds (and any installment of the reassessments securing the
Prior Bonds that is delinquent), transfer to the Trustee for
deposit into the Reserve Account held pursuant to Section 5.06 of
the Trust Agreement all amounts received from the collection of
such reassessments, after setting aside the portion thereof needed
to pay the principal of and interest on the Prior Bonds maturing on
September 2, 1994, less the amount held in the reserve account for
the Prior Bonds which is also to be used for such purpose. (The
total estimated amount to be deposited into the Reserve Account
from such collection of the reassessments being $130,466).
32130\0000~\3691 9 PAGE 20 OF RESOLUTION NO. 160-93
On September 3, 1994, the Finance Director shall transfer any
amounts remaining in any of the funds and accounts established for
the Prior Bonds to the Reserve Account.
SECTION 6.02. Costs of Issuance Account. There is hereby
created a special account, herein called the "Sycamore Valley
Reassessment District No. 1993-2 Costs of Issuance Account," to be
designated and maintained by the Treasurer as a separate account.
After making the transfers to the Trustee for deposit in the
Refunding Account as required pursuant to Section 6.01, and after
making the deposit in the Reserve Account as required by
Section 6.01A, all remaining proceeds of the sale of the
Reassessment Bonds shall be placed in the Costs of Issuance
Account. The moneys in this Account shall be used in the manner
provided by law solely for the purpose of the payment of: first,
amounts payable to the Trustee pursuant to Section 4 of the
Purchase Contract for application by the Trustee pursuant to the
Trust Agreement, and second, other Costs of Issuance. Any funds
remaining in this Account on the date that is six months after the
Delivery Date shall be transferred to the Redemption Fund and this
Account shall be closed.
SECTION 6.03. Redemption Fund. There is hereby created a
special fund, herein called the "Sycamore Valley Reassessment
District No. 1993-2 Redemption Fund," to be designated and
maintained by the Treasurer as a separate account, distinct from
all other accounts of the Town. The Redemption Fund shall be
considered a trust fund for the benefit of the Owners.
The Redemption Fund shall consist of moneys received from the
following sources:
(a) Any accrued interest received from the sale of the
Reassessment Bonds;
(b) Moneys received from the collection of the principal
of the reassessments and the interest and any penalties thereon, as
provided in Section 2.04;
(c) Any amounts that the Town determines to advance, if
any, from available funds of the Town, on account of delinquencies
in the payment of installments of reassessments and the interest
thereon, pursuant to Section 6.05;
(d) Any amounts recovered from foreclosure of delinquent
installments of reassessments and the interest thereon which are
not to be used to reimburse the Town for any advances made under
Section 6.05;
(e) The amounts received to prepay in full any
reassessments, which shall be applied to the advance retirement of
the Reassessment Bonds in the manner set forth in Section 4.01;
32130\00006\3691.9 PAGE 21 OF RESOLUTION NO. 160-~3
f
(f) Any amounts transferred from the Reserve Fund
pursuant to Section 5.06(e) of the Trust Agreement.
Any of the foregoing amounts which may be received other than
by the Treasurer shall immediately be transferred to the Treasurer
for deposit in the Redemption Fund.
All sums to become due for the principal of and the interest
on the Reassessment Bonds shall be withdrawn from the Redemption
Fund and transferred to the Trustee for deposit in the Revenue Fund
within ten (10) business days from the receipt thereof (in the
event the Finance Director is the Agent) and withdrawn from said
Fund and transferred (in the event the Finance Director is not the
Agent) so as to be received by the Agent for use for the payment of
the principal of and the interest on the Reassessment Bonds at
least two (2) business days before each such Interest Payment Date,
and the Reassessment Bonds and the interest thereon shall not be
paid out of any other funds; and the Town hereby agrees and
covenants that it will timely make or cause to be made such
withdrawals and transfers in compliance with the requirements of
this sentence. The Agent shall not be required to invest any funds
held by it under this Section, not shall it be liable to the Town
for payment of interest on any funds so held. Moneys in this Fund,
if invested, shall be invested in any lawful investments of local
agency 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 this Fund except as
otherwise required by Sections 5.07, 5.12 and 5.12A of the Trust
Agreement.
Any surplus remaining in this Fund after payment of all
Reassessment Bonds and the interest thereon shall be transferred to
the Trustee for deposit into the Revenue Fund except as otherwise
required by Sections 5.07, 5.12 and 5.12A of the Trust Agreement.
Amounts placed in the Redemption Fund (except for amounts
placed in the Redemption Fund in connection with the prepayment of
reassessments, and except for amounts received from the investment
of moneys in the Redemption Fund) shall be expended in payment of
the principal of and interest on the Reassessment Bonds within
twelve (12) months from the date of deposit therein (except for a
reasonable carryover amount, if any, not to exceed the greater of
one year's earnings on said Fund or one-twelfth of annual Debt
Service), and amounts that cannot be so expended are to be applied
at the earliest call date to the advance retirement of the
Reassessment Bonds.
Amounts placed in the Redemption Fund which are to be used to
retire Reassessment Bonds in advance of their stated maturities
shall be accumulated therein until the amount available equals or
exceeds the amount required to retire one or more of the
Reassessment Bonds, and, subject to the provisions of Article IV,
are to be expended on the next ensuing March 2 or September 2 in
32130\00006\3691.9 PAGE 22 OF RESOLUTION NO. 160-93
· i-~
payment of the principal, redemption premium and interest payable
on that date, and the expenses of retirement by advanced maturity.
SECTION 6.04. Bond Administration Fund. There is hereby
created a special fund, herein called the "Sycamore Valley
Reassessment District No. 1993-2 Bond Administration Fund", to be
designated and maintained by the Treasurer as a separate account,
distinct from all other accounts of the Town. The Treasurer shall,
from the proceeds of the Reassessment Bonds, deposit into the Bond
Administration Fund any amounts designated in the Proceedings as
amounts to pay the administrative costs of collection of
reassessments or the installments thereof, of maintaining the
record of installments to be collected on the County tax roll, of
maintaining the system of registration and transfer of the
Reassessment Bonds, of paying or calling and redeeming the
Reassessment Bonds, of investment or deposit of moneys, and of
complying with the Code with respect to the Reassessment Bonds
(other than any such costs which constitute Town administrative
expenses payable as an expense of issuing the Reassessment Bonds,
which shall be payable to the Town on the Delivery Date) shall be
placed in the Bond Administration Fund.
Fees or charges incurred by the Town payable to the Agent, the
County, or the Trustee in satisfaction of the Town's liability to
the Agent, County or Trustee for the Agent's or County's services
described herein, or, in accordance with the Purchase Contract, the
Trustee's services described in the Trust Agreement, as well as
other administrative costs hereunder, including those of the Town,
shall be paid from the Bond Administration Fund, except that fees
or charges payable to the County for the County's collection
services described herein may be retained by the County and not
transferred to the Town.
To the extent such Agent, County, Trustee or Town costs are
not funded out of Bond proceeds, they shall be reimbursed or
satisfied by the collection of fees and charges to be imposed by
the Town pursuant to Sections 8682 and 8682.1 of the Act, and
deposited into the Bond Administration Fund, to provide for payment
or reimbursement of the administrative costs of collection of
reassessments (other than those costs imposed directly by the
County for the collection of the reassessments on the County tax
roll), of maintaining the record of installments to be collected on
the County's tax roll, of maintaining the system of registration
and transfer of the Reassessment Bonds, of paying or calling and
redeeming the Reassessment Bonds and paying the interest thereon,
of the deposit or investment of such moneys, of paying Expenses
under the Trust Agreement in accordance with the Purchase Contract,
and of complying with the Code with respect to the Reassessment
Bonds (including fees and charges of agents engaged to assist in
complying with federal arbitrage requirements).
The amount of any such fees and charges imposed pursuant to
Section 8682.1 of the Act, or estimates thereof, shall be
apportioned pro rata and shall be collected with the same
32130\00006\3691.9 PAGE 23 OF RESOLUTION NO. 160-93
/
collection and enforcement procedures and with the same priority
and effect as with respect to the collection of the principal of
and interest on the unpaid reassessments.
The Treasurer is authorized to employ consultants to assist in
the administration of the Reassessment District, including
computing the installments of the reassessments to be collected on
the County tax roll.
Any amount remaining in the Bond Administration Fund upon the
retirement of the Reassessment Bonds shall be disposed of in
accordance with Section 8783 of the Act.
SECTION 6.05. Advances from Available Funds. In the event of
a delinquency in the payment of any installment of the reassessment
levied upon any property for the payment of the principal of and
interest on the Reassessment Bonds, the Town may be the purchaser
of delinquent property upon which any of said reassessments are
levied in like manner in which it may become the purchaser of
property sold for the nonpayment of general real property taxes,
and in the event the Town does so become the purchaser of such
property, shall pay and transfer from available funds and deposit
into the Redemption Fund the amount of any delinquent reassessment
installment and interest thereon. The Town may also pay and
transfer from available funds and deposit into the Redemption Fund
the amount of any future delinquent reassessment and interest
thereon on such property pending redemption or sale. Any amounts
so advanced shall be recoverable upon sale or redemption of the
property. The Town shall not be obligated to advance available
funds to cure any deficiency in the Redemption Fund, and has
determined, in the Resolution of Intention, that it would not
obligate itself to advance available funds from the Town Treasury
to cure any such deficiency.
ARTICLE VII
COVENANTS
SECTION 7.01. Tax Covenants. The Town hereby covenants with
the Owners of the Reassessment Bonds that, notwithstanding any
other provisions of this Bond Resolution, it will make no use of
the proceeds of the Reassessment Bonds that would cause the
Reassessment Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code.
The Town will not make any use of the proceeds of the
Reassessment Bonds or any other funds of the Town, or take or omit
to take any other action, that would cause the Reassessment Bonds
to be "private activity bonds" within the meaning of Section 141 of
the Code, or "federally guaranteed" within the meaning of Section
149(b) of the Code. To that end, so long as any Reassessment Bonds
are unpaid, the Town, with respect to such proceeds and such other
funds, will comply with all requirements of such Sections and all
32130\00006\3691.9 PAGE 24 OF RESOLUTION NO. 160-93
regulations of the United States Department of the Treasury issued
thereunder and under Section 103 of the Internal Revenue Code of
1954, as amended, to the extent such requirements are, at the time,
applicable and in effect.
The Town will not use or permit the use of the acquisitions
and improvements refinanced with the proceeds of the Reassessment
Bonds or any portion thereof by any person other than a
governmental unit as such term is used in Section 141 of the Code,
in such manner or to such extent as would result in the loss of
exclusion from gross income for federal income tax purposes of the
interest paid on the Reassessment Bonds.
In furtherance of the foregoing tax covenants of this Section
7.01, the Town covenants that it will comply with the instructions
and requirements of the Tax Certificate. These covenants shall
survive payment in full or defeasance of the Reassessment Bonds.
SECTION 7.02. Foreclosure Covenant. The Town covenants with
and for the benefit of the Owners that it will determine or cause
to be determined, nolater than August 31 of each year, whether or
not any reassessments are delinquent for the fiscal year ending on
the preceding June 30 and, if such delinquencies exist, the Town
will order and cause to be commenced, or employ a trustee to do so
on behalf of the Owners, not later than November 1, and thereafter
diligently prosecute an action in the superior court to foreclose
the lien of any delinquent reassessment, provided, however, that
the Town shall not be required to order the commencement of
foreclosure proceedings for that fiscal year if (i) the total of
such delinquencies for such fiscal year is less than five percent
(5%) of the total of the reassessment installments due in such
fiscal year, and (ii) the Reserve Fund is equal to the Reserve
Requirement as defined in the Trust Agreement. Notwithstanding the
foregoing, if the Town determines that any single property owner is
delinquent in excess of ten thousand dollars ($10,000) in the
payment of the reassessment installments, then it will diligently
institute, prosecute and pursue foreclosure proceedings against
such property owner. The Treasurer shall notify the Council of any
delinquency requiring the commencement of a foreclosure action
pursuant hereto and the Council shall commence, or cause to be
commenced, such proceedings.
SECTION 7.03. Limited Obligation; No Required Advances From
Available Surplus Funds. The Reassessment Bonds are limited
obligation improvement bonds under Section 9545 of the Refunding
Law and Section 8769 of the Act. Notwithstanding any other
provision of this Bond Resolution, the Town is not obligated to
advance available surplus funds from the Town treasury to cure any
deficiency in the Redemption Fund or the Reserve Fund; provided,
however, that nothing herein contained shall affect any right of
the Town under the Refunding Law to make advances to cure any
deficiencies hereunder.
32130\0000~\36919 PAGE 25 OF RESOLUTION NO. 160-93
SECTION 7.04. Further Assurances. The Town will adopt, make,
execute and deliver any and all such further resolutions,
instruments and assurances as may be reasonably necessary or proper
to carry out the intention or to facilitate the performance of this
Bond Resolution, and for the better assuring and confirming to the
Owners of the Reassessment Bonds the rights and benefits provided
by this Bond Resolution.
SECTION 7.05. Collection of Reassessment Installment of Prior
Bonds. The Town will collect the unpaid second installment for
fiscal year 1993-94 of the reassessment securing the Prior Bonds
(and any delinquent installments of the reassessment securing the
Prior Bonds which, upon receipt, shall be transferred to the
Trustee for deposit into the Reserve Account pursuant to Section
6.01A) and, upon receipt of such second installment, shall, on
September 2, 1994, pay the principal of the Prior Bonds maturing on
said date ($585,000) and accrued interest thereon, and transfer the
balance of such second installment, pursuant to Section 6.01A, to
the Trustee for deposit into the Reserve Account.
ARTICLE VIII
THE AGENT
SECTION 8.01. Agent. The Agent shall exercise the rights and
perform such duties as are specifically set forth herein.
Pursuant to Section 3.03, the Finance Director has been
appointed the transfer agent, registrar and paying agent ("Agent")
of the Town, and shall serve in that capacity so long as the
Reassessment Bonds are registered in the name of the Trustee.
In the event the Trustee requests a transfer, exchange or
re-registration of any Bond, such that, after such event, the
Reassessment Bonds would be owned by more than one Owner, the
Finance Director may appoint a successor Agent, to assume such
functions on behalf of the Town hereunder, and no implied covenants
or obligations shall be read into this Bond Resolution against such
successor Agent.
SECTION 8.02. Successor Agent. The Agent may at any time
resign, which resignation shall become effective upon the
appointment of a successor Agent. Upon receiving notice of such
resignation the Town shall promptly appoint a successor Agent,
except that if no successor Agent shall have been appointed by the
Town within thirty (30) days of receiving such notice, the
resigning Agent may petition any court of competent jurisdiction
for the appointment of a successor Agent. The Town may at any time
in its sole discretion, except when an event of default has
occurred and is continuing, remove the Agent initially appoin[ed
and any successor thereto and may appoint a successor or successors
thereto by an instrument in writing; provided that the Town agrees
that it will at all times, unless it appoints the Treasurer as
32130\00006\3~91.9 PAGE 26 OF RESOLUTION NO. 160-9~
Agent, maintain an Agent with a principal corporate trust office in
San Francisco or in Los Angeles, California, which successor Agent,
if other than the Treasurer, shall be a bank or trust company
having a combined surplus of at least twenty-five million dollars
($25,000,000) and subject to supervision or examination by federal
or state authority. If such bank or trust company publishes a
report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above
referred to, then for the purposes of this Section, the combined
surplus of such bank or trust company shall be deemed to be its
combined surplus as set forth J.n its most recent report of
condition so published. Upon merger or consolidation of the Agent,
if the resulting organization meets the requirements of the
preceding two sentences, such organization shall be authorized to
act as successor Agent without any further action by the Town.
Upon any succession as Agent, the predecessor shall deliver all
cash, deposits, investments, Reassessment Bonds, the Bond Register
and other records which are in its possession to the successor
Agent.
SECTION 8.03. Compensation of Agent. The Town shall from
time to time, upon request of the Agent and subject to any
agreement between the Town and the Agent then in force, pay the
Agent compensation for its services, reimburse the Agent for all
its advances and expenditures, including but not limited to
advances to and fees and expenses of independent accountants,
counsel and engineers or other experts employed by it in the
exercise and performance of its rights and obligations hereunder,
and indemnify and save the Agent harmless against liabilities,
costs or claims not arising from its own negligence or willful
misconduct which it may incur in the exercise and performance of
its duties hereunder; provided that the Agent shall not have any
lien for such compensation, reimbursement, indemnity or hold
harmless against any moneys held by it in any of the funds
established hereunder, although it may take whatever legal actions
are lawfully available to it directly against the Town. Such
indemnification shall survive the final payment of the Reassessment
Bonds or the resignation or removal of the Agent.
SECTION 8.04. Limitations on Responsibilities of Agent. The
statements, agreements, conditions, covenants and terms contained
herein or in the Reassessment Bonds shall be taken as statements,
agreements, conditions, covenants and terms of the Town, and the
Agent does not assume any responsibility for the correctness of the
same or for the observance or performance by the Town of the same
and does not make any representation as to the sufficiency or
validity hereof or of the Reassessment Bonds.
The Agent shall have no responsibility to see to the deposit
with the Agent of amounts to be deposited under this Bond
Rumolution or the correctness of any amounts received. The Agent
may conclusively rely on the written instructions, representations
and calculations received by it from the Council or from any
officer of the Town hereunder.
32130\00006\3691.9 PAGE 27 OF RESOLUTION NO. 160-93
,J
SECTION 8.05. Protection of Aqent. The Agent shall be
protected in acting upon any notice, resolution, request, consent,
order, certificate, report, Bond or other paper or document
believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Agent may consult with
counsel, who may be counsel to the Town or bond counsel, with
regard to legal questions, and the opinion of such counsel shall be
full and complete authorization and protection in respect of any
action taken or suffered hereunder in good faith and in accordance
herewith.
SECTION 8.06. Evidence of Matters. Whenever, in the
performance of its duties under this Bond Resolution the Agent
shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such
matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of bad faith on the
part of the Agent, be deemed to be conclusively proved or
established by a certified resolution of the Council, and such
resolution shall be full warrant to the Agent for any action taken
or suffered under the provisions of this Bond Resolution upon the
faith thereof, but in its discretion the Agent may, in lieu
thereof, accept other evidence of such matter or may require such
additional evidence as it may deem reasonable.
SECTION 8.07. Notification/Direction to A~ent. Any
notification or direction from the Town to the Agent shall be
directed to:
Town of Danville
510 La Gonda Way
Danville, CA 94526
Attention: Finance Director
or at such address as the Agent may provide in writing to the Town
from time to time.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. No Refundinq of the Reassessment Bonds. The
Council hereby determines that the Reassessment Bonds shall not be
subject to refunding.
SECTION 9.02. Amendment/Supplement. This Bond Resolution may
be amended or supplemented, without the consent of any of the
Owners, by the Council, by resolution, for any of the following
purposes:
(a) to add to the covenants for the benefit of the
Owners or to surrender any right or power conferred upon the Town;
32130\00006\3~91.9 PAGE 28 OF RESOLUTION NO. 160-93
(b) to cure any ambiguity, to correct or supplement any
provision which may be inconsistent with any other provision or to
make any other provision, with respect to matters or questions
arising with respect to the Reassessment Bonds, which shall not be
inconsistent with the provisions of this Bond Resolution and
applicable law, provided that such action shall not adversely
affect the interests of the Owners;
(c) to provide for the holding of any of the Funds
herein established, or portion thereof, by either the Agent, the
Treasurer, or each (as to identified portions) and for the
administration of moneys so held; and
(d) to make such additions, deletions or modifications
as may be necessary to provide for compliance with Section 148(f)
of the Code relating to the required rebate to the United States or
to enable the Town to comply with such provision by alternative
means selected by the Town as may be provided by the Code, or
otherwise as may be necessary to assure exclusion from federal
income taxation of the interest on the Bond.
This Bond Resolution shall, by the adoption of any such resolution,
be amended or supplemented in accordance therewith. Reassessment
Bonds authenticated and delivered after the adoption of any such
resolution may bear a notation as to any matter provided for in
such resolution. If the Council shall so determine, new
Reassessment Bonds so modified as to conform to any such resolution
may be prepared and executed by the Town and authenticated and
delivered in exchange for Reassessment Bonds outstanding.
SECTION 9.03. Partial Invalidity. If any one or more of the
covenants or agreements, or portions thereof, of this Bond
Resolution, on the part of the Town (or of the Agent) to be
performed, should be contrary to law, then such covenants or
agreements, or such portions, shall be null and void and shall be
deemed separable from the remaining covenants and agreements, or
portions thereof, and shall in no way affect the validity of this
Bond Resolution or of the Reassessment Bonds; but the Owners of the
Reassessment Bonds shall retain all rights and benefits accorded to
them under the Act and any other applicable provisions of law. The
Town hereby declares that it would have adopted this Bond
Resolution, and each and every other section, paragraph,
subdivision, sentence, clause and phrase hereof, and would have
authorized the issuance of the Reassessment Bonds pursuant hereto,
irrespective of the fact that any one or more sections, paragraphs,
subdivisions, sentences, clauses or phrases of this Bond
Resolution, or the application thereof to any person or
circumstances, may be declared to be unconstitutional,
unenforceable or invalid.
SECTION 9.04. Repeal of Inconsistent Resolutions. Any
resolution of the Town, and any part of such resolution,
inconsistent with this Bond Resolution is repealed to the extent of
such inconsistency.
32130\00006\3691 9 PAGE 29 OF RESOLUTION NO. 160-93
/
SECTION 9.05. Certified Copies. The Clerk shall provide a
certified copy of this Bond Resolution to the Auditor and the Tax
Collector of the County who shall take such action as shall be
necessary to assure compliance by the County with the terms and
conditions hereof. The Clerk shall also provide a certified copy
of this Bond Resolution to the Treasurer, Finance Director and to
the Agent.
SECTION 9.06. Authority of Town Officials. The Manager,
Treasurer, Clerk, and Finance Director are hereby charged with the
responsibility for the issuance and delivery of the Reassessment
Bonds. Such officers and other members of the Town staff are
hereby authorized jointly and severally to execute any and all
documents and do any and all things deemed necessary or advisable
in order to consummate the delivery of the Reassessment Bonds
pursuant to the contract of purchase therefor and otherwise to
effectuate the purposes of this Bond Resolution.
All actions mandated by this Bond Resolution to be performed
by the Treasurer may be performed by the designee thereof or such
other official of the Town, or independent contractor, including
the Agent, duly authorized by the Council to perform such action or
actions in furtherance of all or a specific portion of the
requirements hereof.
Upon the pricing of the Revenue Bonds to be issued by the
Authority pursuant to the Trust Agreement, the City Clerk is hereby
authorized and directed to complete the blanks in Sections 6.01 and
6.01A in accordance with the Authority's Official Statement related
thereto.
SECTION 9.07. Funds and Accounts. Any fund or account
required by this Bond Resolution to be established and maintained
by the Town or theAgent may be established and maintained in the
accounting records of the Town or the Agent either as a fund or an
account, and may, for the purposes of such records, any audits
thereof and any reports or statements with respect thereto, be
treated either as a fund or an account; but all such records with
respect to all such funds and accounts shall at all times be
maintained in accordance with sound accounting practices and with
due regard for the protection of the security of the Reassessment
Bonds and the rights of every Owner thereof.
32130\00006\3~91.9 PAGE 30 OF RESOLUTION NO. 160-93
I hereby certify that the foregoing is a full, true and
correct copy of a resolution duly passed and adopted by the Town
Council of the Town of Danville, California at a meeting thereof
held on the 7th day of December, 1993 by the following vote:
AYES:
NOES: NONE
ABSENT: NONE
RITCHEY, GREENBERG, DOYLE, SHIMANSKY, WALDO
ATTEST:
CITY CLERK
32130\00006\3691.9 PAGE 31 OF RESOLUTION NO. 160-93
EXHIBIT A
MATURITY SCHEDULE *
TOWN OF DANVILLE
LIMITED OBLIGATION IMPROVEMENT BONDS
SYCAMORE VALLEY REASSESSMENT DISTRICT NO. 1993-2
Maturity Date
(September 2)
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Principal
Amount
$ 651,277.01
720,000 00
755,000 00
790,000 00
830,000 00
875,000 00
920,000 00
970,000 00
1,025,000 00
1,085,000 00
1,150,000 00
1,220,000 00
$10,991,277 01
* Subject to revision pursuant to Section 3.01.
32130\00006\3691.9 PAGE A-1 OF RESOLUTION NO. 160-93
EXHIBIT B
BOND FORM. The Reassessment Bonds shall be substantially in the
following form:
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA
REGISTERED
NUMBER R-
REGISTERED
$
TOWN OF DANVILLE
LIMITED OBLIGATION IMPROVEMENT BOND
SYCAMORE VALLEY REASSESSMENT DISTRICT NO. 1993-2
INTEREST RATE
MATURITY DATE
BOND DATE
CUSIP NUMBER
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
Under and by virtue of the Refunding Act of 1984 for 1915
Improvement Act Bonds, being Division 11.5 of the California
Streets and Highways Code (the "Refunding Law"), the Town of
Danville (the "Town"), State of California, will, out of the
redemption fund for the payment of the bonds issued upon the
unpaid portion of the reassessments made for the bonds more fully
described in proceedings taken pursuant to Resolution of
Intention No. , adopted by the Town Council of the Town on
the day of , 19, pay to the Owner stated above,
or registered assigns, on the maturity date stated above, the
principal amount stated above, in lawful money of the United
States of America, and in like manner will pay interest (computed
on a 360-day year, 30-day month basis) from the Interest Payment
Date next preceding the date on which this bond is authenticated,
unless such date of authentication is after the Record Date
(being the fifteenth (15th) day of the month immediately
preceding an Interest Payment Date) with respect to an Interest
Payment Date, in which event it shall bear interest from such
Interest Payment Date, or unless this bond is authenticated on or
prior to the first Record Date, in which event it shall bear
interest from its date, until payment of such principal amount
shall have been discharged, at the rate per annum stated above,
payable semiannually on March 2 and September 2 in each year,
commencing on 2, 199; provided, however, that if, at
the time of authentication and registration, interest is in
32130\0000~\3691.9 PAGE B-1 OF RESOLUTION NO. 160-93
default, this bond shall bear interest from the last Interest
Payment Date to which interest has previously been paid or made
available for payment, or from its date if no interest has been
paid.
Both the principal hereof and redemption premium hereon are
payable at the office of the Finance Director, Danville,
California, or its successor, as transfer agent, registrar and
paying agent of the Town (the "Agent"), upon surrender of this
bond at said office of the Agent. Interest is payable by check
mailed by first class mail to the owner hereof at the owner's
address as it appears in the bond register maintained by the
Agent for the Town, as of the close of business of the Record
Date immediately preceding each Interest Payment Date, or, upon
the request in writing of an owner of $1,000,000 or more in
aggregate principal amount of bonds, such request having been
made before the Record Date preceding an Interest Payment Date,
such interest shall be paid on such Interest Payment Date by wire
transfer in immediately available funds to an account within the
continental United States designated by such owner to the Agent.
This bond will continue to bear interest after maturity at
the rate above stated, provided it is presented at maturity and
payment thereof is refused upon the sole ground that there are
not sufficient moneys in said redemption fund with which to pay
same. If it is not presented at maturity, interest hereon will
run only until maturity.
This bond is one of several annual series of bonds of like
date, tenor and effect, but differing in amounts, maturities, and
interest rates, issued by the Town under the Refunding Law and
Resolution No. , entitled "A Resolution Providing for the
Issuance of Refunding Bonds," adopted by the Town Council on
, 19 and any amendments thereto (the "Bond Resolution"),
in the aggregate principal amount of
($ ), for the purpose of refunding outstanding
reassessment bonds and financing the issuance costs related to
the refunding, as more particularly described in the proceedings,
and is secured by the moneys in the redemption fund and by the
unpaid portion of the reassessments made for the bonds, and,
including principal and interest, is payable exclusively out of
said fund.
The bonds are Limited Obligation Improvement Bonds.
Pursuant to the Refunding Law, the Town Council of the Town, in
its Resolution of Intention No. determined and declared
that the Town will not obligate itself to advance available funds
from the Town Treasury to cure any deficiency which may occur in
the redemption fund.
This bond is transferable only upon the bond register, upon
surrender of this bond duly endorsed or accompanied by a written
instrument of transfer satisfactory to the Agent with signatures
guaranteed by an eligible guarantor institution, executed by the
32130\00006\3S91 9 PAGE B-2 OF RESOLUTION NO. 160-93
Owner hereof or by an attorney therefor duly authorized in
writing, at said office of the Agent subject to the terms and
conditions provided in the Bond Resolution, including the payment
of certain charges, if any, and thereupon one or more new fully
registered bonds of like maturity and of authorized
denominations, aggregating the principal amount of this bond,
will be issued in exchange therefor. No transfer or exchange of
this bond will be made after the Town has notified the Agent of
the selection of this bond for redemption, nor shall any transfer
or exchange of this bond be required to be made between the
Record Date next preceding an Interest Payment Date and such
Interest Payment Date, nor between the date of the furnishing of
an owner list by the Agent to the Town and notification to the
Agent of the bonds selected for redemption.
Bonds shall be registered only in the name of an individual
(including joint owners), a corporation, a partnership or a
trust.
The Town and Agent may treat the Owner hereof as the
absolute owner for all purposes and shall not be affected by any
notice to the contrary.
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 2nd 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
Owner hereof at the owner's address as it appears in the bond
register, or at such address as may have been filed with the
Agent for that purpose, and by paying a redemption price of 103%
of the principal amount thereof, plus accrued interest to the
date of advanced maturity, unless sooner surrendered in which
event interest wiI1 be paid to the date of payment.
This bond shall not be entitled to any benefit under the
Refunding Law or the Bond Resolution, or become valid or
obligatory for any purpose, until the certificate of
authentication hereon shall have been dated and signed by the
Agent.
32130\00006\3691.9 PAGE B-3 OF RESOLUTION NO. 160-93
IN WITNESS WHEREOF, the Town of Danville has caused this
bond to be signed in facsimile by the Treasurer of the Town and
by its Clerk, and has caused its official seal to be reproduced
in facsimile hereon, all as of the day of ,
199_.
TOWN OF DANVILLE
Clerk Treasurer
(facsimile seal)
32130\00006\3~91 9 PAGE B-4 OF RESOLUTION NO. 160-~
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within
mentioned Bond Resolution.
Authenticated on:
Finance Director
Town of Danville, as Agent
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM as tenants in common
TEN Y - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF TRAN MIN ACT -
Custodian
(Cust) (Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may be used although not in the
above list.
32130\00006\3691.9 PAGE B-5 OF RESOLUTION NO. 160-9~
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell,
assign and transfer unto
(Print or typewrite name, address and social
security or other tax identification number of assignee)
the within bond and all rights thereunder, and hereby irrevocably
constitute(s) and appoint(s)
, attorney,
to transfer the same on the bond register maintained by the Agent
with full power of substitution in the premises.
Dated:
Note: Signature(s) must correspond
exactly to name(s) on face hereof. When
assignment is made by a guardian,
trustee, executor or administrator, an
officer of a corporation, or anyone in a
representative capacity, proof of such
person's authority to act must accompany
this assignment.
Signature Guaranty:
Note: The signature(s) to the Assignment
must be guaranteed by an eligible guarantor
institution.
32~3o\oooo~\3~91.9 PAGE B-6 OF RESOLUTION NO. 160-93
I hereby certify that the following is a correct copy of the
signed legal opinion of Brown & Wood, San Francisco, California,
in connection with the issuance of, and dated as of the date of
the original delivery of, the bonds. A signed copy is on file in
my office.
Clerk
[LEGAL OPINION OF BROWN & WOOD]
32130\00006\3~91.9 PAGE B-7 OF RESOLUTION NO. 160-93
WORD PROCESSING COVER SHEET
WP LOG #
RETURN DOCUMENT TO:
DATE AND TIME SUBMITTED:
DATE AND TIME REQUIRED:
[]
/ /
/ /
INSTRUCTIONS
TELEPHONE EXTENSION:
.M.
.U.
CREATE NEW VERSION [] REVISE ORIGINAL (DO NOT CREATE A NEW VERSION)
NOTE: IF NEITHER OF THE ABOVE IS CHECKED, A NEW VERSION WILL BE CREATED
[] DRAFT STAMP [] DOUBLE SPACED [] PLEADING PAPER
[] REMOVE DRAFT STAMP [] FULL JUSTIFICATION [] BOND PAPER
[] SINGLE SPACED [] LETTERHEAD [] GLOBAL SEARCH/REPLACE
SPECIAL INSTRUCTIONS:
[] FEDERAL EXPRESS [] CLOSING [] COURT FILING [] COURIER
[] COMPARE:
BLACKLINING OPTIONS:
COMPARERITE
(OLD VERSION) TO [] SEND
[] RECEIVE
(NEW VERSION)
[] CARET ATTENTION:
[] STRIKETHROUGH TELEPHONE:
TELECOMMUNICATION
[] BW-LA
[] BW-NY
[] OTHER-
DOCUMENT TITLE:
C/M NO.:
CLIENT/MATTER NAME:
AUTHOR:
PARTNER:
CREATED:
REVISED:
COMMENTS:
DOCUMENT INFORMATION
DANVILLE - RESOLUTION OF ISSUANCE (SYCAMORE VALLEY)
32130.00006 DOC #: 3691.9
DANVILLE/REASSESSMENT DIST. 1993-2
Copeland, James 1589
COPELAND, JAMES L. 1589
11/12/93 10:01 GUEST1
12/07/93 13:15 6290
m
I hereby certify that the following is a correct copy of the
signed legal opinion of Brown & Wood, San Francisco, California,
in connection with the issuance of, and dated as of the date of
the original delivery of, the bonds. A signed copy is on file in
my office.
Clerk
[LEGAL OPINION OF BROWN & WOODi
32130\00006~6310.1 [COMPARE 369~8 TO 3691 9] PAGE B-7 OF RESOLUTION NO. 160- 9
ONE WORLD TRADE CENTER
NEW YORK, N.Y. 10048-05S7
TELEPHONE: 2 J 2-839-5300
FACSIMILE: 2 i 2-839-5599
10900 WILSHIRE BOULEVARD
LOS ANGELES~ CA. 90024-3959
TELEPHONE; 3 I 0-443-0200
FACSIMILE: 310-208-B740
SHIROYAMA JT MORI BUILDING~ ISTH FLOOR
3-1~ TORANOMON 4-CHOME, MINATO-KU
TOKYO 105~ JAPAN
TELEPHONE: 03-5472-5360
FACSIMILE: 03-5472-5058
BROWN & WOOD
555 CALIFORNIA STREET
SAN FRANCISCO, CA. 94104-1715
TELEPHONE: 4 I 5-398-3909
FAC$I M IlE: 4 I 5-397-462 I
January 21, 1994
BIS CONNECTICUT AVENUE, N.W.
WASH~NGTON~ D.C. 20006-4004
TELEPHONE: 202-973-0600
FACSIMILE: 202-223-0485
172 WEST STATE STREET
TRENTON, N.J. 08608-1104
TELEPHONE: 609-393-0303
FACSIMILE: 609-393-1990
BLACKWELl HOUSE
GUILDHALL YARD
lONDON EC2V 5AB
TELEPHONE: 071-606-i 888
FACSIMILE: 071-796-1807
Patricia Athenour
City Clerk
Town of Danville
510 La Gonda Way
Danville, CA 94526
RECEIVED t
J/ N 1994
~f
iOWN OF DANVILLE ~!
Re:
Town of Danville
Limited Obligation Improvement Bonds
Sycamore Valley Reassessment District No. 1993-2
Dear Ms. Athenour:
Enclosed are two copies of Resolution No. 160-93 in
connection with the above-referenced financing. I am providing
this for your use in filling in the blanks in Sections 6.01 and
6.01A of the Town's original version of the Resolution. This
authority was given to you in Section 9.01 of the Resolution.
One of the copies is blacklined to show where numbers were
inserted and the other is clean.
If you have any questions or comments, please feel free to
call Jim Copeland or me at (415) 772-1278.
Very truly yours,
Kathryn S. Cosby
Legal Assistant
KSC/ksc
Enclosures