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HomeMy WebLinkAboutReso 77-1989RESOLUTION NO. 77-89 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING ISSUANCE OF THE SERIES 1989-A IMPROVEMENT BONDS FOR THE EL CAMINO PLAZA ASSESSMENT DISTRICT WHEREAS, on December 14, 1988, this Council adopted ResolutiOn No. 145-88, Resolution of Intention, relating to the acquisition and/or construction of public improvements under and pursuant !to the provisions of the Municipal Improvement Act of 1913. BY the Resolution of Intention, this Council provided that serial bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California and reference to the ResolutiOn of Intention is hereby expressly made for further particulars; and WHEREAS, notice of the recordation of the assessment and of the time !within which assessments were to be paid in cash was duly published and mailed in the manner provided by law, and the time so provided for receiving payment of-assessments in cash expired, iand the official who has been designated as Collection Officer for cash payments of the assessments has filed with the City, a list of all assessments which remained unpaid; and WHEREAS, notice of the recordation of the assessment and of the time Within which assessments were to be paid in cash have been waived in writing by the owners of all of the property to be assessed,! which written waivers are on file with the City Clerk of the City, and a list of the assessments remaining unpaid has been filed with the City; and WHEREAS, the Council duly considered the list and determined that the same was an accurate statement thereof; and NOW,i THEREFORE, BE IT RESOLVED by the City Council' of the City of South San Francisco as follows: SECTION 1. DEFINITIONS. Unless the context otherwise requires,! the terms defined in this Section 1 shall, for all purposes!of this Resolution of Issuance , have the meanings herein specified and shall be equally applicable to both the singular~and plural forms of any of the terms herein defined. "Act" means the Improvement Bond Act of 1915, Division 10 of the St~eets and Highways Code of the State of California. "Agent" means Bankers Trust Company of California, National Association, which is designated under Section 6 hereof to perform ~he duties required under this Resolution for the authentiCation, transfer, registration, and payment of the Bonds. "Bond" or "Bonds" means the Limited Obligation Improvement Bonds, City of South San Francisco, E1 Camino Plaza Assessment District,! Series 1989-A, issued pursuant to the Act and this Resolution of Issuance. "Bond Date" means the date upon which the Bonds are issued, which is las specified in the Bond Purchase Offer. "Bond Denomination" means the amount of $5,000.00, which is the minimum amount in which the Bonds may be issued, except that one Bondlmay contain any odd amount. "Bond Purchase Offer" means the offer of the Original Purchaser to purchase the Bonds as accepted by the City. "Bond Year" means the one year period beginning on the anniversary date of the Closing Date in each year and ending on the day prior to the anniversary date of the Closing Date in the following year, except that the first Bond Year shall begin on the Closing Date. "ClOsing Date" means the date upon which there is a physical delivery!of the Bonds in exchange for the amount representing the purchase!of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Gross Proceeds" means the sum of the following amounts: (1) i original proceeds, namely, net amounts received by or for the City as a result of the sale of the Bonds, excluding originaliproceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (2) investment proceeds, namely, amounts received at any time by Or for the City, such as interest and dividends, resulting from the investment of any original proceeds (as referenced in clause (1) above) or investment proceeds (as referenced in this clause (2)) in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (3) sinking fund proceeds, namely, amounts, other than original proceeds or investment proceeds (as referenced in clauses (!1) and (2) above) of the Bonds, which are held in the Redemption Fund and any other fund to the extent that the City reasonably expects to use such other fund to pay Debt Service on the Bondsi; (4) i amounts in the Reserve Fund or in any fund established as a reasonably required reserve for the payment of Debt Service; (5) ! Investment Property pledged as security for payment of Debt Serviice by the City; (6) amounts, other than as specified in this definition, used to p!ay Debt Service; and (7) ~ amounts received as a result of investing amounts describe~ in this definition. "Impirovement Fund" means the fund established by the Treasureri pursuant to Section 18 hereof. "Intierest Payment Date" means each date upon which interest on the Bo~ds is payable, beginning March 2, 1990, and semiannuailly on each September 2 and March 2 thereafter until maturity. "InVestment Property" means any security (as the term is defined in section 165(g)(2)(A) or (B) of the Code), obligation, annuity or investment-type property, excluding, however, obligations (other than specified private activity bonds as defined in section 57(e)(5) and (6) of the Code) the interest on which is iexcluded from gross income under section 103 of the Code for federal income tax purposes. "IsSuance Costs" means all costs and expenses of issuance of the Bonds, including, but not limited to: (1)~ underwriters' fees other than those taken in the form of a discount on the Closing Date; (2) i counsel fees, including bond counsel, underwriters' counsel, !Issuer's counsel and special tax counsel fees, as well as any other specialized counsel fees incurred in connection with the borrowing; (3) issuance (4) (5) (6) financial advisor fees incurred in connection with the iof the Bonds; fees of the Agent related to issuance of the Bonds; appraisal fees related to issuance of the Bonds; printing costs of the Bonds; -3- (7) !publication costs associated with the financing proceedings; and (8) i costs of engineering and feasibility studies necessary to the islsuance of the Bonds. "Non~urpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired iin order to carry out the governmental purpose of the Bonds. "Original Purchaser" means the first purchaser of the Bonds from the !City. "Principal Amount" means the aggregate amount of not to exceed $5!97,504 of the Bonds authorized to be issued under this Resolutio "Pti trade or activity excluding member of no rate Business Use" means use directly or indirectly in a business carried on by a natural person or in any carried on by a person other than a natural person, · however, use by a governmental unit and use as a the general public. "PrOceeds" means the face amount of the Bonds, plus accrued interest iand premium less original issue discount, if any. "prOject" means the sewer and storm drainage acquisitions and improvements described in the Resolution of Intention. "Purchase Price" for the purpose of computation of the Yield of the BOnds, has the same meaning as the term "issue price" in sectionsi1273(b) and 1274 of the Code, and, in general, means the initial Offering price to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacityiof underwriters or wholesalers) at which price a substantial amount of the Bonds are sold or, if the Bonds are privately placed, the price paid by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase Price", for the purpose of computation of the Yield of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds for acquisition thereof· or if later· on the date that Investment Propertylconstituting a Nonpurpose Investment becomes a NonpurpoSe Investment of the Bonds. "Redemption Fund" means the fund established by the Treasurer pursuant to Section 19 hereof °'Redemption Premium" means the percentage premium of the principal amount of the Bonds which is three percent (3%). "Re istered~ Owner" means the person in whose name any Bond is registered by the Agent pursuant to Section 12 hereof. -4- "RegUlations" means temporary and permanent regulations promulgated under the Code. "Resierve Fund" means the fund established by the Treasurer from the Proceeds of the sale of the Bonds all as provided in Section 210 hereof, in the initial amount as set forth in the Bond Purchase Offer. "Resierve Requirement" means the lesser of 10% of the initial offering ~rice of the Bonds to the public or the maximum annual debt servlice on the Bonds. For purposes of Reserve Requirement, "initial !offering price to the public" means the principal amount of the Bonds plus any accrued interest and any original issue premium a~d less any original issue discounts. "Resiolution" or "Resolution of Issuance" means this Resolutio~ as adopted or hereafter amended. "Treasurer" means, for all purposes hereof, excepting the execution of the Bonds pursuant to Section 7 hereof, the Finance Director !of the City. "yield'' means that yield which, when used in computing the presen~ ~th of all payments of principal and interest (or other payments iin the case of Nonpurpose Investments which require payments iin a form not characterized as principal and interest) on a Nonpurpose Investment or on the Bonds produces an amount equal to !the Purchase Price of such Nonpurpose Investment or the Bonds, all computed as prescribed in applicable Regulations. SECTION 2. UNPAID ASSESSMENTS. The assessments now remaining unpaid with respect to the Bonds are as shown on Exhibit "~" attached hereto and by this reference made a part hereof; the aggregate amount thereof is $597,504; and for a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in the list, reference is hereby made to the assessment and to the diagram, and any amendments thereto, recorded in the office of the Director of Public WOrks as the Superintendent of Streets of the City after confirmation thereof by the Council. SECTION 3. ISSUANCE OF BONDS. The Bonds, in the aggregate principal amount of $597,504, shall be issued as hereinafter provided iupon the security of the unpaid assessments in accordance with, under and pursuant to the provisions of the Resolution of Intention and the proceedings thereunder duly had and taken. The Bonds shall be issued only in fully registered form in the amount of the Bond Denomination or any integral multiple !thereof, and shall mature in the amounts and on the dates and at the rates of interest set forth in the Bond Purchase Offer which are hereby made a part hereof. The Bonds shall be numbered ~or otherwise identified as determined by the Agent specified in Section 6 hereof. -5- SECTION 4. FORM OF BONDS. The Bonds shall be substantiially in the form set forth in Exhibit "B" hereto and hereby made a part hereof. SECTION 5. PAYMENT OF BONDS. The Bonds shall bear interest fat the rate or rates determined by the City at the time of sale oif the Bonds, which rates are as set forth in the Bond Purchase iOffer, payable on each Interest Payment Date. Eac~ Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated and registered, unless authenticated and registered (i) prior to an interest ~ayment date and after the close of business of the fifteentk day preceding such interest payment date, in which event it !shall bear interest from such interest payment date, or (ii) prior to the close of business on the fifteenth day preceding the first Interest Payment Date, in which event it shall.bear interest from the Bond Date; provided, however, that if at the time of authentication interest is in default, each Bond shall bear interest from the date to which 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 same; if it is!not presented at maturity, interest thereon will run only until maturity. Interest on the Bonds shall be paid to the Registered Owner of each Bond by check or draft mailed to such Registered Owner's address entered in the registry book provided for herein as of the fifteenth (15th) day immediately preceding each Interest Payment Date. Principal and any applicable Redemption Premium of the Bonds shall be payable in lawful money of the United States of America at the office of the Agent in San Francisco, California, upon presentation and surrender of the Bonds as the same becomes due and payable. SECTION 6. DESIGNATION OF AGENT. The Agent is hereby designated to perform the actions and duties required under this Resolution for the authentication, transfer, registration, and payment of the Bonds. The Treasurer is hereby authorized and directedlto enter into agreements with the Agent in furtherance of the actions and duties of the Agent under this Resolution. SECTION 7. EXECUTION. The Bonds shall be executed on behalf of the City and under its official seal by its Treasurer and by its City Clerk, whose signatures shall be reproduced on the Bonds by engraved, printed or lithographed facsimile thereof, and the official seal may be placed on the Bonds in like manner; such signing and sealing shall constitute and be a sufficient and binding execution of each and every one of the Bonds. The Bonds shall then be delivered to the Agent for'authentication by it. If any officer whose signature appears on the Bonds ceases to be such officer before the authentication and delivery of the 6 Bonds to the purchaser thereof, such signature shall be as valid as if such officer had remained in office until the authentication and delivery of the Bonds. SECTION 8. AUTHENTICATION. Only such of the Bonds as shall beair thereon a certificate of authentication substantially in the foirm below, manually executed by the Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Agent shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticiated and delivered hereunder and are' entitled to the benefits iof this Resolution. The Agent's certificate of authentication on any Bond shall be deemed to be executed by it if signed by an authorized officer or signatory of the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within mentioned ResolutiOn of Issuance, which has been authenticated and registered on , Agent By Authorized Officer SECTION 9. PREPARATION AND DELIVERY OF BONDS. The Treasure~ is hereby directed to cause the Bonds to be prepared in accordanCe with this Resolution and to deliver same upon their completion and execution to the Agent who shall authenticate and deliver the Bonds to the purchaser thereof, upon receipt of the purchase Price therefor, and upon receipt of the request of the City. SECTION 10. EXCHANGE OF BONDS. Any Bond, upon surrender thereof at the office of the Agent, together with an assignment duly exeCuted by the Registered Owner thereof or such Registered Owner's attorney or legal representative in such form as shall be satisfactory to the Agent, may, at the option of Registered Owner, be exchanged for an aggregate principal amount of Bonds equal to!the principal amount of the Bond so surrendered, and of any authOrized denomination or denominations. The City shall make provision for the exchange of Bonds at the office of the Agent. -7- SECTION 11. NEGOTIABILITY, REGISTRATION, AND TRANSFER OF BONDS. The Agent shall keep books for the registration, and for the registration of transfers, of the Bonds as provided in this Resolution which shall at all times be open to inspection by the City. Th~ transfer of any Bond may be registered only upon such books upon surrender thereof to the Agent together with an assignment duly executed by the Registered Owner or such Registered Owner's attorney or legal representative in such form as shall be satisfactory to the Agent. Upon any such registration of transfer, the City shall execute and the Agent shall authenticate and deliver in exchange for such Bond a new Bond or Bonds registered in the name of the transferee, of any denomination or denominations authorized by this resolution, and in an aggregate principal amount equal to the principal amount of such Bond!or Bonds so surrendered. In all cases in which Bonds shall be exchanged, the City shall execute and the Agent shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Agent. The City or the Agent may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimbursei it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer,I but no other charge shall be made to any owner for the privilege of exchanging or registering the transfer of Bonds under the provisions of this Resolution. Neither the City nor the Agent! shall be required to make such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any Interest Payment Date. SECTION 12. OWNERSHIP OF BONDS. The Registered Owner shall be deemed and regarded as the absolute owner thereof for all purpoises and payment of or on account of the principal, and redemption premium, if any, of any such Bond, and the interest on any such !Bond, shall be made only to or upon the order of the Registere~ Owner thereof or such Registered Owner's legal representiative. All such payments shall be valid and effectual {o satisfy and discharge the liability upon such Bond, including the RedemPtion Premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 13. COLLECTION OF UNPAID ASSESSMENTS. The unpaid assessments shown on Exhibit "A" hereto, together with the interest Ithereon, shall be payable in annual series corresponding in numbe~ to the number of serial maturities of the Bonds issued. An a-nua~ proportion of each unpaid assessment shall be payable in each Year preceding the date of maturity of each of the several sleries of Bonds issued, sufficient to pay the Bonds when due, and !such proportion of each unpaid assessment coming due in any year,i 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 on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property~ Ail sums received from the collection of the unpaid assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. SECTION 14. COVENANT TO FORECLOSE. The City hereby covenants with and for the benefit of the Registered Owners of the Bonds that it will order, and cause to be commenced within 150 days!following the date of delinquency, and thereafter diligent!y prosecuted, an action in the superior court to foreclose the lien of any assessment or installment thereof not paid when due, pursuant to and as provided in sections 8830 through 8835, inclusive, of the Act. SECTION 15. NO ADVANCES FROM AVAILABLE SURPLUS FUNDS. The City shall not be obligated to advance available surplus funds of the Citylto cure any deficiency which may occur in the Redemption Fund; provided, however, that the determination shall not prevent the City~ in its sole discretion, from so advancing funds. SECTION 16. REDEMPTION PRIOR TO MATURITY. Each Bond, or any portion thereof in the amount of the Bond Denomination or any integrallmultiple thereof, outstanding may be redeemed and paid in advance of maturity upon any Interest Payment Date in any year by giving 30-day's notice by registered or certified mail or personal service to the Registered Owner as required by applicable provisions of the Act and by paying the principal amount thereof together with the Redemption Premium plus interest to the date of advanced maturity, unless sooner surrendered, in which event the interest will be paid to the date of payment, all in the manner and as provided in the Act. The!Treasurer shall cause to be called for redemption and retire BOnds upon prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. The provisions of Part 11.1 of the Act are applicable to the advance payment of assessments and to the calling of the Bonds. SECTION 17. REFUNDING OF BONDS. The Bonds may be refunded by the City pursuant to Divisions 11 or 11.5 of the Streets and HighwaysiCode of the State of California upon the conditions as set forth in appropriate proceedings therefor. SECTION 18. IMPROVEMENT FUND. The Treasurer shall establish the Improvement Fund designated by the name and/or number of the assessment district and the series numbers of the Bonds into which shall be placed the proceeds of the Bonds, including any premium (except that any interest accrued from the Bond Date to the Closing Date shall be placed in the Redemption Fund provided for herein). All moneys in the Improvement Fund shall be withdrawn only upon checks or warrants of the City and shall be applied exclusively to the payment of the Issuance Costs -9- and the cOsts and expenses of the Project. Disbursements from the ImproVement Fund shall be subject to the provisions of Sections 25 and 26 hereof. Any surplus remaining after payment of all the costs and expenses shall be used as set forth in the proceedings and applicable provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California and the Improvement Fund shall be closed. : SECTION 19. REDEMPTION FUND. The Treasurer shall establishlthe Redemption Fund designated by the name of the Bonds, into which shall be placed any accrued interest for the period from the date of the Bonds to the Closing Date and all sums received from the collection of unpaid assessments provided for in SeCtion 13 hereof, and of the interest and penalties thereon. From the Redemption Fund disbursements shall be made to pay the principal or advance redemption price of the Bonds and the interest due thereon. SECTION 20. RESERVE FUND. Upon receipt of the proceeds from the Sale of the Bonds, the Treasurer shall forthwith establish!the Reserve Fund, which shall be designated by the name and/or number of the assessment district proceedings. The amount of the ReServe Fund shall not exceed the Reserve Requirement. The moneys in the Reserve Fund shall constitute a trust fund for the benefit of the Registered Owners of the Bonds and shall be administered by the City in accordance with and pursuant to the provisions of Part 16 of the Act; provided that proceeds from redemption or sale of the properties with respect to which payment of delinquent assessments and interest thereon was paid from the Reserve Fund, shall be credited to the Reserve Fund; and provided further that for the purposes of maintaining the Reserve Requirement and providing for any required reduction of the amount of! money in the Reserve Fund during the term of the Bonds pursuant to Section 8887 of the Act, and applicable provisions of the Code, all proceeds from investment of moneys in the Reserve Fund shall accrue to the Reserve Fund or be credited upon the assessments. SECTION 21. INVESTMENT OF FUNDS. Moneys in the Improvement Fund, Redemption Fund, and the Reserve Fund shall, whenever practicable, be invested in legal investments for the City undeX applicable law for the moneys held pursuant to this Resolution at the time when any of such moneys are to be invested therein. Any income therefrom or interest thereon shall accrue to and bei deposited in the fund from which the moneys were invested. SECTION 22. NO ARBITRAGE. The City shall not take, nor permit nor suffer to be taken by the Treasurer or otherwise, any action wi~h respect to the Gross Proceeds of the Bonds which if such actiion had been reasonably expected to have been taken, or had been ~eliberately and intentionally taken, on the Closing Date woul~ have caused the Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and Regulations. -10- SECTION 23. CERTIFICATE AS TO NON-ARBITRAGE. On the basis of the facts, estimates and circumstances now in existence and in existence on the date of issue of the Bonds, as determined by the Treasurer, the Treasurer is authorized and directed to certify that it is not expected that the proceeds of the issue will be used in a manner that would cause such obligations to be arbitrage bonds. Such certification shall be delivered to the Original!Purchaser on the Closing Date. SECTION 24. FEDERAL GUARANTEE LIMITATIONS. The City shall not take,i nor permit nor suffer to be taken, any action if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code and RegulatiOns. SECTION 25. PRIVATE BUSINESS USE LIMITATION. shall assure that: The City (A) i not in excess of ten percent (10%) of the Proceeds of the Bonds is used for Private Business Use if, in addition, the payment of the principal of, or the interest on more than ten percent {10%) of the Proceeds of the Bonds is (under the terms of the Bonds or any underlying arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect of property, used or to be used for a Private Business Use, or (ii) to be derived from payments (whether or not to the City) in respect Of property, or borrowed money, used or to be used for a Private Business Use; and (B) i in the event that in excess of five percent (5%) of the Proceedslof the Bonds is used for a Private Business Use, and, in addition, the payment of the principal of, or the interest on, more than five percent (5%) of the Proceeds of the Bonds is, (under t~e terms of the Bonds or any underlying arrangement) directly~or indirectly, secured by any interest in property, or paymentslin respect of property, used or to be used for the Private Business use or is to be derived from payments (whether or not tO the City) in respect of property, or borrowed money, used or to be used for a Private Business Use, then, (i) the excess over the five percent (5%) of the Proceeds of the Bonds which islused for a Private Business Use shall be used for a Private Business Use related to a government use of such Proceeds and (ii)leach such Private Business use over five percent (5%) of the Proceeds of the Bonds which is related to a government use of such ProCeeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business!Use is related. SECTION 26. PRIVATE LOAN LIMITATION. The City shall assure that not in excess of five percent (5%) of the Proceeds of the Bonds is to be used, directly or indirectly, to make or finance loans (other than loans constituting Nonpurpose Investments and other than loans which enable the borrower to finance any governmental tax or assessment of general application -11- for a specific essential governmental function) to persons other than state or local government units. SECTION 27. SMALL ISSUER EXEMPTION FROM REBATE REQUIREMENTS. In accordance with section 148(f)(4)(C) of the Code, thelCity covenants that it is a governmental unit with general taxing powers; that the Bonds are not private activity bonds as defined in section 141 of the Code; that ninety-five percent (95%) or more of the Net Proceeds of the Bonds are to be used for local governmental activities of the City (or a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and that the aggregate face amount of the all tax-exempt obligations (other than private activity bonds as defined in section 141 of the code) issued by the City (including all subordinate entities of the City and all entities which may~issue obligations on behalf of the City) during the calendar year 1989 will not exceed $5,000,000, excluding, however, private activity bonds, as defined in section 141 of the Code and current refunding obligations having a principal amount not in exCess of the refunded obligation. SECTION 28. SMALL ISSUER EXEMPTION FROM BANK NONDEDUCTIBILITY RESTRICTION. The City hereby designates the Bonds forlpurposes of paragraph (3) of section 265(b) of the Code and covenants that the Bonds do not constitute private activity bonds as defined in section 141 of the Code and that the aggregatel face amount of all tax-exempt obligations issued by the City (incLuding all subordinate entities of the City and all entities which may issue obligations on behalf of the City) during the calendar year 1989 will not exceed $10,000,000, excluding~ however, private activity bonds, as defined in section 141 of the Code (other than qualified 501(c)(3) bonds as defined in section 145 of the Code) and current refunding obligations having a principal amount not in excess of the refunded obligation. SECTION 29. AMENDMENT. Without the consent of the Registered Owners of the Bonds, the City hereafter may amend this Resolution to add, modify or delete provisions if the same is necessary or desirable to assure compliance with section 148(f) of the Cotte relating to rebate of Excess Investment Earnings or as otherwlse required, to assure the exemption from federal income ta~'[ation of interest on the Bonds. SEC'~ION 30. AUTHORITY OF TREASURER. All actions mandated by this R.'~solution to be performed by the Treasurer may be performed by the designee of thereof or such other official of the City )r independent contractor, consultant or trustee duly authorized by the City to perform such action or actions in furtherance of all or a specific portion of the requirements hereof. -12- SECTION 31. CERTIFIED COPIES. The City Clerk shall furnish al certified copy of this resolution to the Treasurer, to the Agent! and to the Auditor of the County of San Mateo. I heireby certify that the foregoing Resolution was regularly introduceid and adopted by the City Council of the City of South San FranCisco at a 14th day of the follOWing vote: AYES: NOES: ABSTAIN: regul ar June meeting held on the · 1989 by Councilmembers Mark N. Addiego, Richard A. Haffey, Gus Nicolopulos, and Mayor Roberta Cerri Teglia None None ABSENT: C0uncilmember Jack Drag0 -13- Limited Obligation Improvement Bonds CITY OF SOUTH SAN FRANCISCO E1 Camino Plaza Assessment District List of Unpaid Assessments Assessment/ Diagram No. 1 2 3 4 5 6 7 8 Totals Assessor's Parcel No. 010-212-070 010-292-110 135-41-10B Parc.2 010-292-020 010-292-030 010-292-040 010-292-200 010-292-130 TOTAL $ 248,674 152,595 81,086 62,265 156,232 165,223 35,400 37,580 $939,055 Assessment Amount Series 1989-A Series 1989-B $ 151,185 $ 97,489 106,062 46,533 56,000 25,086 41,905 20,360 103,879 52,353 108,891 56,332 14,732 20,668 14,850 22,730 $ 597,504 $ 341,551 EXHIBIT A RESOLUTION NO. 77-89 United States of America State of California County of San Mateo Registered Number A-I Registered Limited Obligation Improvement Bond CITY OF SOUTH SAN FRANCISCO E1 Camino Plaza Assessment District Series 1989-A INTEREST RATE MATURITY BOND CUSIP DATE DATE NUMBER June 27, 1989 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS under and by virtue of the Improvement Bond Act of 1915, Division il0 (commencing with Section 8500) of the Streets and Highways iCode (the "Act"), the City of South San Francisco (the "City"), iCounty of San Mateo, State of California, will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of assessments made for the acquisition, work and improvements more fully described in proceedings taken pursuant to ResolUtion of Intention No. 145-88 adopted by the City Council of the City on December 14, 1988, pay to the registered owner named 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 from the!interest payment date next preceding the date on which this bond is authenticated, unless this bond is authenticated and registered as of an interest payment date, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated and registered prior to March 2, 1990, in whichlevent it shall bear interest from its date until payment of the principal amount shall have been discharged, at the rate per a--um stated above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 1990. Both the principal hereof and redemption premium hereon are payable at the Corporate Trust and Agency Group of Bankers Trust Company of EXHIBIT B RESOLUTION NO. 77-89 B-1 California, National Association, as Authentication Agent, Transfer Agent, Registrar and Paying Agent (the "Agent"), in San Francisco, California, and the interest hereon is payable by check or idraft mailed to the registered owner hereof at the owner's address as it appears on the records of the Agent, or at such address as may'have been filed with the Agent, for that purpose, las of the 15th day immediately preceding each interest payment date. 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 the redemption fund with which to pay same. If it is not presented at maturity, interest thereon will run until maturity. This bond shall not be entitled to any benefit under the Act or the Resolution Authorizing Issuance Of Bonds (the "Resolution of Issuance"), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsedlshall have been dated and signed by the Agent. THEiBONDS ARE QUALIFIED TAX-EXEMPT OBLIGATIONS DESIGNATED BY THE CITY iFOR PURPOSES OF SECTION 265(B) OF THE INTERNAL REVENUE CODE OF t986. IN WITNESS WHEREOF, the City of South San Francisco has caused this bond to be signed in facsimile by the Treasurer of the Cityland by its Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the 27th day of June, 1989. CITY OF SOUTH SAN FRANCISCO City Clerk Treasurer [SEAL] EXHIBIT B RESOLUTION NO. 77-89 B-2 iCertificate of Authentication and Registration This is one of the bonds described in the within mentioned Resolution of Issuance, which has been authenticated and registered on Bankers Trust Company of California, National Association, Agent By Authorized Officer EXHIBIT B B-3 RESOLUTION NO. 77-89 This bond is one of several annual series of bonds of like date, tenor, and effect, but differing in amounts, maturities and interest irates, issued by the City of South San Francisco under the Act !and the Resolution of Issuance, for the purpose of providing means for paying for the improvements described in the proceedings, and is secured by the moneys in the redemption fund and by the unpaid portion of the assessments made for the payment of the improvements, and, including principal and interest, is payable exclusively out of the fund. This bond is transferable by the registered owner hereof, in person o~ by the owner's attorney duly authorized in writing, at the office of the Agent, subject to the terms and conditions providediin the Resolution of Issuance, including the payment of certain Charges, if any, upon surrender and cancellation of this bond. UPon such transfer, a new registered bond or bonds, of any authorized denomination or denominations, of the same maturity, and for %he same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (includimg joint owners), a corporation, a partnership, or a trust. Neither the City nor the Agent shall be required to make such exchange or registration of transfer of bonds during the 15 days immediately preceding any interest payment date. The City and the Agent may treat the registered owner hereof as the absolute owner for all purposes, and the City and the Agent shall not be affected by any notice to the contrary. ThiS bond or any portion of it in the amount of five thousandidollars ($5,000), or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March! or September in any year by giving at least 30 days' notice by registered or certified mail or by personal service to the registered owner hereof at the registered owner's address as it appears on the registration books of the Agent and by paying principaI and accrued interest together with a premium equal to 3 percentum of the principal. This bond is a limited obligation improvement bond because, under the Resolution of Issuance, the City is not obligated to advance ifunds from the City treasury to cover any deficiency which may occur in the Redemption Fund for the Bonds; however, the City is not prevented, in its sole discretion, from so advancing funds. EX]~IBIT B RESOLUTION NO. 77-89 B-4 Abbreviations The following abbreviations, when used in the inscription on the face iof this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: iTEN COM !TEN ENT iJT TEN - as tenants in common - as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Addii above Iisi ~ional abbreviations may also be used though not in the EXHIBIT B RESOLUTION NO. 77-89 B-5 Assignment For, value received the undersigned do(es) hereby sell, assign and transfer unto the within Bond and hereby irrevocably constitute(s) and appoint(s) ~ , attorney, to transfer the same on the books of the Agent, with full power of substitution in the premises. Dated: Notice: Signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed Notice: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. EXHIBIT B RESOLUTION NO. 77-89 B-6