Loading...
HomeMy WebLinkAboutResolution 72-93 RESOLUTION NO. 72-93 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO, CALIFORNIA, DETERMINING UNPAID ASSESSMENTS, PROVIDING FOR THE ISSUANCE OF BONDS PURSUANT TO THE elIMPROVEMENT BOND ACT OF 1915ol, APPROVING A PRELIMINARY OFFICIAL STATEMENT, APPROVING THE FORM OF PURCHASE AGREEMENT, AND APPROVING THE FORM OF FISCAL AGENCY PROPOSAL CAMINO REAL IMPROVEMENT PROJECT WHEREAS, the City Council (the "Council") of the City of Atascadero, California, (the "City") has heretofore undertaken proceedings pursuant to the "Municipal Improvement Act of 191311, being Division 12 of the Streets and Highways Code of the State of California (the "Act"); WHEREAS, this Council has authority to issue bonds upon the unpaid assessments levied upon lands within a special assessment district described in Resolution of Intention No. 119-92, adopted November 10, 1992, (the "Resolution of Intention"), for the acquisition of improvements, said special assessment district known and designated as "CAMINO REAL IMPROVEMENT PROJECT11 (the "Assessment District"); WHEREAS, said proceedings provided for the issuance of bonds pursuant to the "Improvement Bond Act of 191511, being Division 10 of the Streets and Highways Code of the State of California (the "Bond Act"), and it is necessary to establish terms and provisions of such issuance; and, WHEREAS, the time within which unpaid assessments were to be paid in cash was duly waived by all property owners within the Assessment District in the manner provided by law, and the Treasurer of the City (the "Treasurer") has filed a list of all assessments which remain unpaid. NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Atascadero as follows: SECTION 1. That the above recitals are all true and correct. SECTION 2. Unpaid Assessments. That the assessments now remaining unpaid, and the aggregate thereof, are as shown on the list entitled "List of Unpaid Assessments", (the "Unpaid List") referenced by the name of this Assessment District, a copy of which is, or will be on file in the office of the Treasurer prior to the issuance of any bonds, and by this reference said list is made a part hereof and is attached hereto as Exhibit "A". Resolution No. 72-93 Page Two SECTION 3. Parcel Descriptions. That for a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in said Unpaid List and upon which assessments remain unpaid, reference is hereby made to the assessment and to the diagram to be recorded in the office of the City Superintendent of Streets/City Engineer prior to the issuance of any bonds. SECTION 4. Issuance of Bonds. That bonds shall be issued in an amount not to exceed $2,100,000, and upon the security of said unpaid assessments in accordance with the provisions of the "Bond Act", and under and pursuant to the provisions of said Resolution of Intention and the proceedings thereunder duly had and taken. The bonds shall be designated the "City of Atascadero, Limited Obligation Improvement Bonds, Camino Real Improvement Project" (the "Bonds"). SECTION 5. Registered Bond. Said Bonds shall be issuable as fully registered Bonds in the denominations set forth in Section 7. SECTION 6. Date of Bonds. Said Bonds shall be dated the date the Bonds are sold and delivered, as set forth in the Purchase Agreement as approved according to Section 39 hereof, attached hereto as Exhibit "B", and made a part hereof by this reference (the "Purchase Agreement"). SECTION 7. MgturitX. The Bonds shall be issued in denominations of $5000, or any integral multiple thereof, (the "Bond Denomination"), and shall be issued with annual maturities on September 2, commencing September 2, 1994. The interest rates and principal amount maturing each year will be as set forth in the Purchase Agreement. SECTION 8. Interest. Each Bond shall bear interest at the rate or rates specified in the Purchase Agreement from the interest payment date next preceding the date on which the Bond is authenticated, unless the 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 the Bond is authenticated and registered prior to March 2, 1994, in which event it shall bear interest from its date, until payment of such principal amount shall have been discharged, at the rates per annum stated in the Purchase Agreement, payable semiannually on March 2 and September 2 (each being an "Interest Payment Date") in each year, commencing March 2, 1994. SECTION 9. Fiscal Agent. Meridian Trust Company of California, is hereby appointed as Fiscal Agent, Transfer Agent, Registrar and Paying Agent (the "Fiscal Agent"), upon the terms and conditions contained herein and in the form of Fiscal Agency Proposal attached hereto as Exhibit "C" and incorporated herein by this reference. The Fiscal Agent will maintain the registration books for the Bonds, as set forth in Section 14 hereof, and will register and authenticate the Bonds upon initial issuance as well as upon the transfer and exchange thereof. Resolution No. 72-93 Page Three Principal of and interest on the Bonds will be paid by the Fiscal Agent on each Interest Payment Date from moneys transferred to the Fiscal Agent by the City. SECTION 10. Place of Payment. The principal and redemption premium on the Bonds shall be payable in lawful money of the United States of America,upon presentation and surrender at the designated office of the Fiscal Agent. Interest on said Bonds shall be paid by check on each Interest Payment Date to the registered owner thereof at his or her address as it appears on the books of registration, or at such address as may have been filed with the Fiscal Agent for that purpose, as of the fifteenth (15th) day immediately preceding each Interest Payment Date. SECTION 11. Optional Rede= tp ion. At the option of the County, any Bond, or a portion thereof if issued in a denomination greater than $5,000, shall be subject to redemption and payment in advance of maturity in increments of $5,000 as provided in Section 8768 of the Bond Act, on the 2nd day of March or September in any year, by giving at least thirty (30) days notice, by registered or certified mail, or by personal service, to the registered owner thereof at his or her address as it appears on the books of registration maintained by the Fiscal Agent, upon the payment of one hundred three percent (103%) of the principal amount of Bonds called for redemption together with accrued interest to the date of redemption, or date of payment if surrendered earlier. If less than the entire Bond is redeemed, the unredeemed portion shall be reissued to the registered owner thereof. Bonds will be selected for redemption in such a way that the ratio of outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible. Within each annual series, Bonds shall be selected by lot. No interest will accrue on a Bond beyond March 2 or September 2 on which the Bond is called for redemption. If a Bond is presented for payment and payment is refused because of lack of available funds, however, the Bond will continue to accrue interest. The provisions of Part 11.1 of the Bond Act are applicable to the advance payment of assessments and to the calling of the Bonds for redemption. SECTION 12. Transfer of Registered Bonds. Any fully registered Bond may, in accordance with its terms, be transferred upon the books of registration required to be kept pursuant to the provisions of Section 14 by the owner in whose name it is registered, or by his or her duly authorized attorney or legal representative, upon surrender of such fully registered Bonds for registration of such transfer, accompanied by delivery of a written instrument of transfer in a form approved by the Fiscal Agent and by the owner of said Bonds, duly executed. The Fiscal Agent shall require the payment by the Bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such other transfer and such changes as provided for in the system of registration for registered debt obligations. No transfer of fully registered Bonds shall be required to be made during the fifteen (15) days next preceding each Interest Payment Date. Resolution No. 72-93 Page Four SECTION 13. Exchange of Registered Bonds. Fully registered Bonds may be exchanged at the office of the Fiscal Agent, or designated transfer agent/registrar, for a like aggregate principal amount of Bonds of the same series, interest rate and maturity, subject to the terms and conditions provided in the system of registration for registered debt obligations, including the payment of certain charges, if any, upon surrender and cancellation of said Bonds. Upon such transfer and exchange, a new registered Bond or Bonds of any authorized denomination or denominations of the same maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor. SECTION 14. Books of Registration. There shall be kept by the Fiscal Agent sufficient books for the registration and transfer of the Bonds and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said register, the Bonds as hereinbefore provided. The register shall show the series, number, date, amount, rate of interest and last known holder of each Bond, and the number and amount of each interest payment made. SECTION 15. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Treasurer and by the City Clerk (the "Clerk"), by the manual or facsimile signature, and the corporate seal shall be reproduced by similar means on the Bonds. The Bonds shall then be delivered to the Fiscal Agent for authentication and registration. In case an officer who shall have signed or attested to the Bonds shall cease to be such officer before the authentication, delivery and issuance of the Bonds, such Bonds nevertheless may be authenticated, delivered and issued, and upon such authentication, delivery and issue, shall be as binding as though those who signed and attested the same had remained in office. SECTION 16. Authentication. Only the Bonds as shall bear thereon a certificate of authentication substantially in the form below, manually executed by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Fiscal Agent shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder, and are entitled to the benefits of this Resolution. [FORM OF] FISCAL AGENT,S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within-mentioned Resolution which has been authenticated and registered on , 199_. as Fiscal Agent By: Authorized Signatory Resolution No. 72-93 Page Five SECTION 17. Negotiability Registration and Transfer of Bonds.The transfer of any Bond may be registered only upon such books of registration upon surrender thereof to the Fiscal Agent together with an assignment duly executed by the owner or his or her attorney or legal representative, in satisfactory form. Upon any such registration of transfer, a new Bond or Bonds shall be authenticated and delivered in exchange for such Bonds, 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 principal amount of such Bond or Bonds so surrendered. In all cases in which Bonds shall be exchanged or transferred, the Fiscal Agent shall authenticate at the earliest practical time, Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in such exchange or registration transfer shall forthwith be cancelled. The legislative body may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. The Fiscal Agent shall not be required to make such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any Interest Payment Date. SECTION 18. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal and redemption premium, of any such Bond, and the interest on any such Bond, shall be made only to or upon the order of the registered owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bonds, including the redemption premium, and interest thereon, to the extent of the sum or sums so paid. SECTION 19. Mutilated, Destroyed. Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the Council shall cause to be executed and authenticated a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed, stolen or lost, upon the owner's paying the reasonable expenses and charges in connection therewith, and, in the case of a Bond destroyed, stolen or lost, his or her filing with the Fiscal Agent of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of his or her ownership thereof, and furnishing the Fiscal Agent, with indemnity satisfactory to it. SECTION 20. Cancellation of Bond. All Bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such Bonds, and shall be delivered to the Fiscal Agent when such payment or redemption is made. All Bonds cancelled under any of the provisions of this Resolution shall be destroyed by the Fiscal Agent. SECTION 21. Book-Entry 54tem. The Bonds shall be initially executed and delivered in the form of a single, fully registered Bond for each maturity (which may be typewritten). Upon initial execution and delivery, the ownership of such Bonds shall be registered in the name of the Nominee identified below as nominee of The Depository Trust Company, New York, New York, and its successors and assigns (the "Depository"). Resolution No. 72-93 Page Six Except as hereinafter provided, all of the Outstanding Bonds shall be registered in the name of the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to this Section (the "Nominee"). With respect to the Bonds registered in the name of the Nominee, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealers, banks and other financial institutions from time to time for which the Depository holds Bonds as securities depository (the "Participant") or to any person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation (unless the City is at such time the Depository) with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person, other than an Owner of a Bond as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in the Bonds to be redeemed in the event the City redeems the Bonds in part, or (iv) the payment to any Participant or any other person, other than an Owner of a Bond as shown in the Registration Books, of any amount with respect to principal or interest, and the Maturity Amount or Accreted Value, as applicable, and premiums, if any, with respect to the Bonds. The City and the Fiscal Agent may treat and consider the person in whose name each Bond is registered as the holder and absolute Owner of such Bond for the purpose of payment of principal and interest, and the Maturity Amount or Accreted Value, as applicable, and premiums, if any, with respect to such Bond, for the purpose of giving notices of prepayment if applicable, and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The City shall pay all principal and interest, and the Maturity Amount or Accreted Value, as applicable, and premiums, if any, with respect to the Bonds only to or upon the order of the respective Owner of a Bond, as shown in the Registration Books, or its respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal and interest, and the Maturity Amount or Accreted Value, as applicable, and premiums, if any, with respect to the Bonds to the extent of the sum or sums so paid. No person other than an Owner of a Bond, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal and interest, ,and the Maturity Amount or Accreted Value, as applicable, pursuant to this Resolution. Upon delivery by the Depository to the Owners of the Bonds, and the City of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein, the word Nominee in this Resolution shall refer to such nominee of the Depository. In order to qualify the Bonds for the Depository's book-entry system, the City is executing and delivering to the Depository the Letter of Representations. The execution and delivery of the Letter of Representations shall not in any other way limit the provisions of this Section or in any other way impose upon the City any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners of the Bonds, Resolution No. 72-93 Page Seven as shown on the Registration Books. In addition to the execution and delivery of the Letter of Representations, the City shall take such other actions, not inconsistent with this Resolution, as are reasonably necessary to qualify the Bonds for the Depository's book- entry program. In the event (i) the Depository determines not to continue to act as securities depository for the Bonds, or (ii) the Depository shall no longer so act and gives notice to the City of such determination, then the City will discontinue the book-entry system with the Depository. If the City determines to replace the depository with another qualified securities depository, the City shall prepare or direct the preparation of a new, single, separate, fully registered Bond, per maturity, registered in the name of such successor or substitute qualified securities depository or its nominee. If the City fails to identify another qualified securities depository to replace the Depository, then the Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names owners of the Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution, and the City shall prepare and deliver Bonds to the Owners thereof for such purpose. In the event of a reduction in aggregate principal amount of Bonds Outstanding or an advance refunding of part of the Bonds Outstanding, the Depository, in its discretion, (a) may request the City to prepare and issue a new Bond or (b) may make an appropriate notation on the Bond indicating the date and amounts of such reduction in principal, but in such event the City records maintained by the Fiscal Agent shall be conclusive as to what amounts are Outstanding on the Bond, except in the case of final maturity, in which case the Bond must be presented to the Fiscal Agent prior to payment. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of the Nominee, all payments of principal and interest, and Maturity Amount or Accreted Value, as applicable, and premiums, if any, with respect to such Bond and all notices with respect to such Bonds shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository and acceptable to the City. The initial Nominee shall be Cede & Co., as Nominee of the Depository. SECTION 22. Acquisition Fund. The Acquisition Fund shall be established and maintained by the City. The proceeds from the sale of the Bonds, after deposit of required amounts in the Reserve Fund and Redemption Fund (as defined below), shall be placed in the fund hereby created, pursuant to Sections 10602 and 10424 of the California Streets and Highways Code, as amended, which shall be called the "City of Atascadero, Camino Real Improvement Project-Acquisition Fund" (the "Acquisition Fund"), and the monies in the Acquisition Fund shall be used only for purposes authorized in said assessment proceedings. Resolution No. 72-93 Page Eight Except as expressly authorized by Section 36 of this resolution, the City shall disburse moneys from the Acquisition Fund only upon receipt of a requisition of the City, signed by the City Manager, City Finance Director, Treasurer, Administrative Services Director, City Attorney, or any other officer of the City duly authorized by any of the foregoing officers to sign said requisition. Said requisition shall state all of the following: 1. The amount of the request; 2. The purposes for which the money will be used; 3. The fact that said purposes are authorized under the assessment proceedings; 4. That said amount does not exceed the amount contemplated for such purposes under the assessment proceedings; and 5. That the officer executing the requisition is authorized to do so under this Resolution. Each requisition shall be sequentially numbered and no amounts may be disbursed from the Acquisition Fund except upon receipt of said requisition. Any investment earnings on amounts on deposit in the Acquisition Fund shall be used for the purposes set forth in the assessment proceedings, subject to any rebate to the federal government, which rebate calculations will be made by the City in accordance with the Non-Arbitrage Certificate and the Rebate Certificate, to be executed the day the Bonds are sold and delivered (the "Closing Date"). SECTION 23. Redemption Fund. The Redemption Fund shall be established and maintained by the Fiscal Agent. Principal of and interest on said Bonds shall be paid only out of the Redemption Fund created pursuant to Section 8671 of the Bond Act, which shall be called the "City of Atascadero, Camino Real Improvement Project-Redemption Fund" (the "Redemption Fund"). Payment of the Bonds at maturity, or at redemption prior to maturity, and all interest and premiums on the Bonds shall be paid from the Redemption Fund. In all respects not recited herein, said Bonds shall be governed by the provisions of the Bond Act. SECTION 24. Reserve Fund. The Reserve Fund shall be established and maintained by the Fiscal Agent. There shall be deposited into the Reserve Fund the amount of the Reserve Requirement, as defined below and in Section 148 of the Internal Revenue Code of 1986, or the Regulations promulgated thereunder, which shall be called the "City of Atascadero, Camino Real Improvement Project-Reserve Fund (the "Reserve Fund"). Subject to any rebate to the federal,government, all investment earnings on the Reserve Fund will remain in the Reserve Fund and be used for the purposes set forth below; provided, however, that under no circumstances shall the Reserve Fund exceed the Reserve Requirement. The Reserve Requirement is defined as the lesser of(i) ten percent of the proceeds (as said term is defined in Section 148 of the Internal Revenue Code of 1986, or the regulations promulgated thereunder) of the Bonds, (ii) 125% of the average annual debt service on the Bonds, or (iii) maximum annual debt service on the Bonds (the "Reserve Requirement"). Resolution No. 72-93 Page Nine A. Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal of or interest on the Bonds, and to the extent that the Sinking Fund is not available for whatever reason, an amount necessary to make up such deficiency will be transferred from the Reserve Fund, to the extent of available funds, to the Redemption Fund in accordance with the Bond Act. The amount so advanced shall be reimbursed to the Reserve Fund from the proceeds of redemption or sale of the parcel for which payment of delinquent assessment installments was made from the Reserve Fund. B. If any assessment or any portion thereof is prepaid prior to the final maturity of the Bonds, the amount of principal of the assessment to be prepaid will be reduced. The proportional reduction of the assessment shall equal the ratio of the total amount initially provided for the Reserve Fund to the total amount originally assessed in the improvement proceedings. The reduction in the amount of principal prepaid shall be compensated for by a transfer of like amount from the Reserve Fund to the Redemption Fund. C. The amounts deposited in the Reserve Fund shall never exceed the Reserve Requirement, and, except to the extent, if any, required for rebate to the federal government, all proceeds from investment of moneys on deposit in the Reserve Fund in excess of the Reserve Requirement will be transferred to the Redemption Fund, on each Interest Payment Date, and credited upon the Assessment District assessments. D. When the amount in the Reserve Fund equals or exceeds the amount required to retire the remaining unmatured Bonds (whether by advance retirement or otherwise), the amount of the Reserve Fund shall be transferred to the Redemption Fund, and the remaining installments of principal and interest not yet due from assessed property owners shall be cancelled without payment, subject to satisfaction of the Fiscal Agent and Treasurer. SECTION 25. Investment of Moneys. Subject to certain tax covenants described below and contained in the Non-Arbitrage Certificate and the Rebate Certificate, to be executed on the Closing Date, the Fiscal Agent shall invest the Redemption Fund and Reserve Fund in accordance with the City's investment policies. All investment earnings shall be credited to the fund in which they were earned, and said investment earnings may be applied for the purposes of such fund, subject to certain requirements regarding rebate to the federal government, if any. SECTION 26. Surplus Acquisition Fund Moneys. The City hereby covenants that any proceeds remaining in the Acquisition Fund shall be used to reimburse the Assessment District according to Sections 10427 and 10427.1 of the Act and in conformity with the Engineer's Report for the Assessment District which is on file in the City Clerk's office for further particulars. SECTION 27. Covenant to Foreclose. The City hereby covenants that upon default of any assessment payment due, it will cause foreclosure proceedings to be brought within one hundred fifty (150) days of such default and thereafter diligently prosecute such proceedings to completion. Resolution No. 72-93 Page Ten SECTION 28. Books and Accounts: Financial Statement. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City in which complete and correct entries shall be made of all transactions relating to the project. SECTION 29. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurance as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Resolution. SECTION 30. Tax Covenants. The City covenants to satisfy certain restrictions which relate to conditions precedent to the issuance of tax-exempt obligations, as contained in the Non-Arbitrage Certificate and the Rebate Certificate, to be executed on the Closing Date, and said covenants are incorporated herein by reference. SECTION 31. Supplemental Resolutions Effective Without Consent of the Owners. The City may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt resolutions or orders supplemental to this Resolution for any of the following purposes: (a) to cure any ambiguity, to correct or supplement any provision in this Resolution which may be inconsistent with any other provision in this Resolution, or to make any other provision with respect to matters or questions arising under this Resolution or in any additional resolution or order, provided that such action shall not adversely affect the interest of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the City contained in this Resolution, other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this Resolution as theretofore in effect or are necessary to ensure that the interest on the Bonds remains excludable from gross income for federal income tax purposes; and (c) to modify, alter, amend or supplement this Resolution in any other respect which is not adverse to the interests of the Bondowners. SECTION 32. Sunnlemental Resolutions Effective With Consent of the Owners. Any modification or amendment of this Resolution and of the rights and obligations of the City and of the Owners of the Bonds, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds Outstanding at the time such consent is given. No such modification or amendment shall permit a) any extension of the maturity date of the principal of, or the payment date of interest on, any Bond, b) a reduction in the principal amount of, or the redemption premium on, any Bond or the rate of interest thereon, c) a preference or priority of any Bond or Bonds, or d) a reduction in the aggregate principal Resolution No. 72-93 Page Eleven amount of the Bonds the Owners of which are required to consent to such modification or amendment without the consent of all the Owners of such Bonds, or shall change or modify any of the rights or obligations of the Fiscal Agent without its written assent thereto. SECTION 33. Removal of Fiscal Agent. The City may at any time at its sole discretion remove the Fiscal Agent initially appointed, and any successor thereto, by delivering to the Fiscal Agent a written notice of its decision to remove the Fiscal Agent and may appoint a successor or successors thereto; provided that any such successor, other than the Treasurer, shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least ten million dollars ($10,000,000), and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Fiscal Agent. If any bank or trust company appointed as a successor 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 capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. SECTION 34. Resignation of Fiscal Agent. The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice of such resignation, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the Fiscal Agent. Upon receiving such notice of resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent and appointment of a successor Fiscal Agent shall become effective only upon acceptance of appointment by the successor Fiscal Agent. Unless a successor Fiscal Agent shall have been appointed by the City and shall have accepted its appointment within 90 days after the resignation or removal of the Fiscal Agent, as aforesaid, the Fiscal Agent may petition a court of competent jurisdiction to appoint a Fiscal Agent to fill such vacancy. SECTION 35. Order to Print and Authenticate Bonds. The Treasurer is hereby instructed to immediately cause Bonds, as set forth above, to be printed,and to proceed to cause said Bonds to be authenticated and delivered to an authorized representative of the purchaser,upon payment of the purchase price as set forth in the Purchase Agreement fully executed by the City. SECTION 36. Performance of Duties by Officers. Each and every officer of the City is authorized to perform his or her services on behalf of the City. The City Manager, or his or her written designee, is authorized to pay the costs of such services and all other costs necessary to effect the issuance of the Bonds. Such services and costs shall include, but not limited to, engineering services, costs to print the Bonds, costs to print the Preliminary Official Statement and Official Statement, Bond Counsel services, Fiscal Agent services, costs to prepare Auditor's Records, and any other services appropriate for the issuance of the Bonds. These costs shall be paid only from monies on deposit in the Acquisition Fund. Resolution No. 72-93 Page Twelve SECTION 37. Ratification of Previous Actions: Future Actions. All actions heretofore taken by officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the City Manager, Treasurer, Administrative Services Director, City Attorney, or any other officers of the City duly authorized by the foregoing officer are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale, and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in this Resolution. In the event that the Mayor is unavailable to sign any document authorized for execution herein, the City Manager, City Attorney, or the Treasurer is hereby authorized to sign such document. Any document authorized hereby to be signed by the Clerk may be signed by a duly appointed deputy clerk. SECTION 38. Approval of the Preliminary Official Statement. The City hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form submitted by M. L. Stern & Co., Inc. (the "Underwriter") and on file with the Clerk, a form copy of which is attached to this resolution as Exhibit "D". The City hereby authorizes the distribution of a final Preliminary Official Statement relating to the Bonds (the "Official Statement") by the Underwriter, and the execution of a certificate complying with Rule 15c2-12 of the Securities and Exchange Commission by an authorized City official. The Mayor, City Manager, City Attorney, Administrative Services Director, or Treasurer are hereby authorized and directed to approve any changes in or additions to a final form of said Preliminary Official Statement whose execution thereof shall be conclusive evidence of approval of any such changes and additions. SECTION 39. Approval of the Purchase Agreement. The City hereby approves the Purchase Agreement, in substantially the form submitted by the Underwriter, a copy of which is attached to this resolution, provided the total principal amount of Bonds to be issued does not exceed$2,100,000, the average interest rate shall not exceed 8%per annum, and the term of the Bonds shall not exceed 25 years from the 2nd day of September next succeeding 12 months from the date of the Bonds. The Mayor, City Manager, City Attorney, or the Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of said Purchase Agreement approved by the Mayor, the City Manager, City Attorney, Administrative Services Director, or the Treasurer, including, but not limited to, interest rates, principal maturities, Underwriter's discount, and the date of the Bonds, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. SECTION 40. Other Officers. That the officers responsible for the execution of any of the agreements, orders, or covenants contained in any of the foregoing Sections or in any other document heretofore approved in these proceedings are hereby authorized and directed to take any actions and execute and deliver any and all further documents, agreements or certificates as are necessary to accomplish the issuance and sale of the Bonds. Resolution No. 72-93 Page Thirteen On motion by Councilperson Nimmo and seconded by Councilperson Bewley, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote: AYES: Councilmembers Bewley, Borgeson, Luna, Nimmo and Mayor Kudlac NOES: None ABSENT: None ADOPTED: June 22, 1993 ATTEST:,,, CITY OF ATASCADERO By: �r LEE OI C' y ClerkUD C, Mayor APPROVED AS TO FORM: AR HER R. MONTAikrney Resolution No. 72-93 Exhibit A Page One EXHIBIT $#A" LIST OF UNPAID ASSESSMENTS Name of Diagram Assessor I s Owner Assessment No. Parcel No. Assessment Camino Real Fashion Outlet 1 049-141-026 $ 421,470.00 7544 Morro Road Atascadero, California 93422 Golden West Del Rio Corp. 2 049-141-030 $ 425,670.00 7544 Morro Road Atascadero, California 93422 Golden West Del Rio Corp. 3 049-141-041 $ 418,950.00 7544 Morro Road Atascadero, California 93422 HI Rosenkrantz 4 049-141-040 $ 420,000.00 22924 Blue Bird Drive Calabasas, California 91302 Del Rio Enterprises 5 049-141-036 $ 311,430.00 3190 Colima Road Atascadero, California 93422 Del Rio Enterprises 6 049-141-037 $ 102,480.00 3190 Colima Road Atascadero, California 93422 TOTAL ASSESSMENT: $2,100,000.00 Resolution No. 72-93 Exhibit B Page EXHIBIT vvBvv FORM OF PURCHASE AGREEMENT (to come) Resolution No. 72-93 Exhibit C Page EXHIBIT ,Cot FORM OF FISCAL AGENCY PROPOSAL (to come) Resolution No. 72-93 Exhibit D Page EXHIBIT I'D$$ FORM OF PRELIMINARY OFFICIAL STATEMENT (to come)