failure to comply with the requirements of this chapter may be appealed by the owner or the owner’s agent to the city council. Any such appeal shall be made within thirty (30) days of the date of the Building Official’s mailing of notification. The appeal shall be made on a form approved by the Building Official and shall state specifically how the Building Official has either committed an error or has abused his or her discretion. In considering the appeal, the council shall determine whether, based upon the record, the Building Official erred or abused his or her discretion. The decision of the council shall be in writing and shall be final. Revocation of a certificate of occupancy, if appealed, will not become effective until the decision of the council is final and in writing.
D. Written Appeal Required. The written appeal and filing fee shall be submitted to the city clerk. The written appeal shall contain the following:
1. The names of the appellants;
2. A brief statement setting forth the legal interest of each of the appellants in the land and/or building involved;
3. A brief statement in ordinary and concise language of the specific order or action protested, together with any material facts claimed to support the contentions of the appellants;
4. A brief statement in ordinary and concise language of the relief sought and the reasons why it is claimed the protested order or action should be reversed, modified or otherwise set aside;
5. The submittal of any documents, sworn statements or other written material claimed to have value on the contentions made in support of the appeal;
6. The signatures of all parties named as appellants and their mailing addresses;
7. The verification (by declaration under penalty of perjury) of at least one appellant as to the truth of the matters stated in the appeal. (Prior code § 4B.11)
15.40.110 Recovery of penalties.
A. The penalties imposed on the building owner shall be assessed against the real property subject to this chapter and shall, in addition, be an obligation of the owner of the subject property. If the owner of a building is a group of individuals, firms, or other entities or any combination thereof, the obligation imposed by this section shall be joint and several. The Building Official shall give the owner of the building a written notice showing the amount of the penalty and requesting payment thereof. If the amount of such penalty is not paid to city within thirty (30) days after the date of such notice, the Building Official shall forward a report of the penalties to the city council for confirmation.
B. The property owner shall be given at least fifteen (15) days’ written notice of the confirmation hearing before the city council. The amount of the penalties shall be confirmed by the city council, unless the city council finds, based upon evidence in the record, that the Building Official erred in Agenda Item #8.1.
imposing or in computing the amount of the penalty. If such error is found, the city council may modify the amount of the penalty, as warranted.
C. Upon confirmation of the penalty, the city council shall direct the Building Official to record in the office of the county recorder, a certificate substantially in the following form:
NOTICE OF SPECIAL ASSESSMENT LIEN
Pursuant to Section 15.40.100, of the St. Helena Municipal Code, the penalty of $ _____ was assessed by the Building Official, and confirmed by the St. Helena City Council, against the described real property and such amount has not been paid, in full, and the City of St. Helena does hereby claim a special assessment lien upon the hereinafter described real property in said amount; the same shall be a lien upon the real property until such sum has been paid in full. The real property herein above mentioned and upon which a lien is claimed is that certain parcel of land lying and being in the City of St. Helena, County of Napa, State of California and particularly described as follows, to wit:
(Insert description of property)
Dated _______________
___________________________
Building Official
Such lien attaches upon recordation of the notice of special assessment lien.
The description of the parcel in the notice of lien shall be that used for the same parcel as the county assessor’s map book for the current year. The county assessor shall enter each assessment on the county tax roll opposite the affected parcel of land. The amount of the assessment shall be collected and shall be subject to the same penalties and the same procedures for foreclosure and sale, in case of delinquencies, as provided for ordinary municipal taxes. (Prior code § 4B.12)
15.40.120 Remedies.
In addition to the penalties in Section 15.40.100 of this chapter, the following remedies are available to the city and may be imposed independently or in combination with each other at the sole discretion of the Building Official, unless otherwise noted herein:
A. Maintenance of a URM building beyond the time specified in Section
15.40.060(E) of this chapter for completion of upgrades to such building is declared a public nuisance.
B. The city may seek injunctive relief on behalf of the public to enjoin a building owner’s violation of this chapter.
Agenda Item #8.1.
C. The city may withhold the issuance of any building permit and/or may suspend the existing building permits on the subject building unless otherwise authorized by the Building Official for emergency repairs.
D. The Building Official, after written notice to the owner, may revoke or suspend the occupancy permit for any structure for which the owner violates any of the provisions of this chapter. The notice of revocation or suspension shall provide the owner the right to provide the Building Official with evidence that the occupancy permit should not be revoked or suspended either because the structure is not subject to the provisions of this chapter or because the Building Official did not follow the provisions of this chapter.
E. Any person violating any provision of this chapter shall be guilty of an infraction.
F. These remedies are not exclusive and the city may utilize any other remedies available at law or equity. (Prior code § 4B.13) Agenda Item #8.1.
Chapter 15.44
BUILDING NUMBERING SYSTEM
Sections:
15.44.010 Plan generally—Odd and even numbers.
15.44.020 Method of assignment of numbers.
15.44.030 Use of numbers consecutively.
15.44.040 Record of numbers assigned.
15.44.050 Duty of property owners to provide and affix numbers.
15.44.060 Size of number—Where numbers are to be placed.
15.44.010 Plan generally—Odd and even numbers.
All buildings fronting on streets in the city shall be numbered in accordance with the following system:
A. The base or initial point on all streets running in a northwesterly and southeasterly course shall be the southeastern boundary line of the city running from Napa River to Crane Avenue, and the line projected northeasterly and southwesterly, and all such streets which run in a northwesterly direction from such base or initial point, shall be numbered from such base or initial point, and all streets which run in a northwesterly direction, but do not run from such base or initial point shall be theoretically projected southeasterly to such base or initial point and shall be numbered as if the same actually ran from such base, and in all such streets the odd numbers shall be placed on the southerly side of the street, and even numbers on the northerly side, opposite the next preceding odd numbers.
B. The base or initial point on all streets running in a northeasterly and southwesterly course shall be a line drawn at right angles to the aforesaid southeasterly boundary line of the city and intersecting the last-mentioned line at a point where it intersects the southern bank of Napa River, and all streets running in a southwesterly direction shall be theoretically projected northeasterly to such base or initial point and shall be numbered as if the same actually ran from such base or initial point, and on all such streets, the odd numbers shall be placed on the westerly side of the street and the even numbers on the easterly side, opposite the next preceding odd number. (Prior code § 13.36)
15.44.020 Method of assignment of numbers.
The lots shall be numbered starting from the southeasterly or northeasterly end of the block and the numbers shall be computed in the following manner: The number of lineal feet of property line in each block shall be divided by six and one Agenda Item #8.1.
number shall be appropriated to the space resulting from such division as the case may be. (Prior code § 13.37)
15.44.030 Use of numbers consecutively.
Numbering of buildings shall be consecutively in the following manner:
Beginning the numbering for each street with the first block, at such base or initial point, allotting one hundred (100) numbers, or as many to each block as shall be required and using the numbers from one to one hundred (100), inclusive, in the first block, the numbers one hundred (100) and one to two hundred (200), inclusive, in the next block, and so on consecutively from such base or initial point the whole length of the street. (Prior code § 13.38)
15.44.040 Record of numbers assigned.
The superintendent of streets shall number the streets and shall keep complete records, plots and diagrams thereof, in his or her office, and shall inform, on request, the owners or occupants of each house to be numbered, of the numbers to be placed on the house by the owner or occupant. (Prior code § 13.39)
15.44.050 Duty of property owners to provide and affix numbers.
It shall be the duty of every person owning, occupying or controlling any building or store fronting on a public street or avenue in the city to number the same, or cause the same to be numbered correctly and in accordance with this chapter, and it shall be the duty of any person owning, occupying or controlling any building hereafter erected within the city to do so number the same within one month after its completion or occupancy, and it is unlawful for such owner or occupant to fail, neglect or refuse to do so. (Prior code § 13.40)
15.44.060 Size of number—Where numbers are to be placed.
The regulation number to be used in numbering buildings in the city shall be consistent with section 15.12.020 A. Numbers shall be placed upon some conspicuous place on the front of such building. (Prior code § 13.41) Agenda Item #8.1.
Chapter 15.48
TRAILERS AND TRAILER CAMPS
Sections:
15.48.010 Definitions.
15.48.020 State law as to trailer camps adopted.
15.48.030 Trailers to be kept in approved camps—Exceptions when temporary permits are issued.
15.48.040 Application for temporary permits.
15.48.050 Temporary permit fees.
15.48.060 When trailers to be parked in parking spaces.
15.48.070 Unlawful locations.
15.48.010 Definitions.
For the purposes of this chapter, the following words and phrases shall have the meanings respectively ascribed to them by this section:
“Approved trailer camps or farm labor camps” means any places, areas or tracts offered to the public for accommodation of any trailer and approved by the city health inspector as conforming to state and county law. “Trailer” means any unit designed to be used for living or sleeping purposes, or both, and which is or was at some time equipped with wheels or similar devices for the purpose of transporting such unit from place to place, whether by motive power or other means. (Prior code § 16.1)
15.48.020 State law as to trailer camps adopted.
All of the provisions of the state law applicable to health, sanitation and safety of trailer camps or farm labor camps are adopted and made a part of this chapter as though fully set forth herein. (Prior code § 16.2)
15.48.030 Trailers to be kept in approved camps—Exceptions when temporary permits are issued.
All trailers when occupied or used for living or sleeping purposes shall be kept within approved trailer camps or farm labor camps, except when a temporary permit is issued as provided for in Section 17.136.090(C). (Prior code § 16.3)
15.48.040 Application for temporary permits.
Application for a temporary permit shall be made within forty-eight (48) hours from the time such trailer is located upon the property. (Prior code § 16.4)
15.48.050 Temporary permit fees.
Every person holding a temporary permit shall pay to the city building inspector the fee set forth by city council resolution. (Ord. 02-5 § 15 (part): prior code §
16.5)
Agenda Item #8.1.
15.48.060 When trailers to be parked in parking spaces.
All trailers when parked for more than twenty-four (24) continuous hours shall be parked in a parking space. (Prior code § 16.6)
15.48.070 Unlawful locations.
No person shall establish, maintain or locate any trailer in the city, except in conformance with the provisions of this chapter. (Ord. 02-5 § 15 (part): prior code § 16.7)
Agenda Item #8.1.
Chapter 15.52
FLOOD DAMAGE PREVENTION
Sections:
15.52.010 Statutory authorization.
15.52.020 Findings of fact.
15.52.030 Statement of purpose.
15.52.040 Methods of reducing flood losses.
15.52.050 Definitions.
15.52.060 Lands to which this chapter applies.
15.52.070 Basis for establishing the areas of special flood hazard.
15.52.080 Compliance.
15.52.090 Abrogation and greater restrictions.
15.52.100 Interpretation.
15.52.110 Warning and disclaimer of liability.
15.52.120 Development permit.
15.52.130 Designation of floodplain administrator.
15.52.140 Duties and responsibilities of the floodplain administrator.
15.52.150 Standards of construction.
15.52.160 Standards for utilities.
15.52.170 Standards for subdivisions.
15.52.180 Standards for manufactured homes.
15.52.190 Floodways.
15.52.200 Appeal board.
15.52.210 Variances.
* Editor’s Note: The sections in this chapter have been renumbered from the designations given in Ord. 06-8 starting with Section 15.52.120.
15.52.010 Statutory authorization.
The Legislature of the State of California has, in Government Code Sections 65302, 65560, and 65800, conferred upon local government units authority to adopt regulations designed to promote the public health, safety and general welfare of its citizenry. Therefore, the city council does ordain as set forth in this chapter. (Ord. 06-8 § 3 (part); Ord. 02-5 § 8: prior code § 5B.1)
15.52.020 Findings of fact.
A. The flood hazard areas of the city are subject to periodic inundation which results in loss of life and property, health and safety hazards, disruption of commerce and governmental services, extraordinary public expenditures for flood protection and relief, and impairment of the tax base, all of which adversely affect the public health, safety and general welfare.
B. These flood losses are caused by uses that are inadequately elevated, floodproofed or protected from flood damage. The cumulative effect of obstructions in areas of special flood hazards which increase flood heights Agenda Item #8.1.
and velocities also contributes to flood losses. (Ord. 06-8 § 3 (part): prior code § 5B.2)
15.52.030 Statement of purpose.
It is the purpose of this chapter to promote the public health, safety and general welfare, and to minimize public and private losses due to flood conditions in specific areas by provisions designed to:
A. Protect human life and health;
B. Minimize expenditure of public money for costly flood-control projects; C. Minimize the need for rescue and relief efforts associated with flooding and generally undertaken at the expense of the general public; D. Minimize prolonged business interruptions;
E. Minimize damage to public facilities and utilities such as water and gas mains, electric, telephone and sewer lines, streets and bridges located in areas of special flood hazard;
F. Help maintain a stable tax base by providing for the sound use and development of areas of special flood hazard so as to minimize future blighted areas caused by flood damage;
G. Ensure that potential buyers are notified that property is in an area of special flood hazard; and
H. Ensure that those who occupy the areas of special flood hazard assume responsibility for their actions. (Ord. 06-8 § 3 (part): prior code § 5B.3)
15.52.040 Methods of reducing flood losses.
In order to accomplish its purposes, this chapter includes regulations to:
A. Restrict or prohibit uses which are dangerous to health, safety and property due to water or erosion hazards, or which result in damaging increases in erosion or flood heights or velocities;
B. Require that uses vulnerable to floods, including facilities which serve such uses, be protected against flood damage at the time of initial construction;
C. Control the alteration of natural floodplains, stream channels and natural protective barriers, which help accommodate or channel floodwaters; D. Control filling, grading, dredging and other development which may increase flood damage;
E. Prevent or regulate the construction of flood barriers which will unnaturally divert floodwaters or which may increase flood hazards in other areas; and F. These regulations take precedence over any less restrictive conflicting local laws, ordinances and codes. (Ord. 06-8 § 3 (part): prior code § 5B.4)
15.52.050 Definitions.
Unless specifically defined below, words or phrases used in this chapter shall be so interpreted so as to give them the meaning they have in common usage and to give this chapter its most reasonable application.
“A Zone.” See “Special flood hazard area.”
Agenda Item #8.1.
“Accessory structure, low-cost and small” means a structure that is solely for the parking of not more than two cars; or limited storage (small, low cost sheds).
“Accessory use” means a use which is incidental and subordinate to the principal use of the parcel of land on which it is located; “Alluvial fan” means a geomorphologic feature characterized by a cone or fan shaped deposit of boulders, gravel, and fine sediments that have been eroded from mountain slopes, transported by flood flows, and then deposited on the valley floors, and which is subject to flash flooding, high velocity flows, debris flows, erosion, sediment movement and deposition, and channel migration.
“Apex” means a point on an alluvial fan or similar landform below which the flow path of the major stream that formed the fan becomes unpredictable and alluvial fan flooding can occur.
“Appeal” means a request for a review of the floodplain administrator's interpretation of any provision of this chapter or a request for a variance.
“Area of shallow flooding” means a designated AO or AH Zone on the Flood Insurance Rate Map (FIRM). The base flood depths range from one to three feet; a clearly defined channel does not exist; the path of flooding is unpredictable and indeterminate; and velocity flow may be evident. Such flooding is characterized by ponding or sheet flow. “Area of special flood hazard.” See “Special flood hazard area.” “Area of special flood-related erosion hazard” is the land within a community which is most likely to be subject to severe flood-related erosion losses. The area may be designated as Zone E on the Flood Insurance Rate Map (FIRM).
“Base flood” means the flood having a one-percent chance of being equaled or exceeded in any given year (also called the “100 year flood”). Base flood is the term used throughout this chapter. “Base flood elevation (BFE)” means the elevation shown on the Flood Insurance Rate Map for Zones AE, AH, A1-A30, VE and V1-V30 that indicates the water surface elevation resulting from a flood that has a one-percent or greater chance of being equaled or exceeded in any given year.
“Basement” means any area of the building having its floor subgrade — i.e., below ground level— on all sides.
“Building.” See “Structure.”
“Crawl space” is an enclosed area below the BFE. Crawl space construction is subject to specific materials requirements and other constraints as described in Section 15.52.150(C)(2) of this chapter. “Development” means any man-made change to improved or unimproved real estate including, but not limited to, buildings or other structures, mining, dredging, filling, grading, paving, excavation or drilling operations or storage of equipment or materials.
“Development permit” means the document issued by the city to confirm approval of the development proposed by the submittals required under Section 15.52.120 of this chapter.
Agenda Item #8.1.
“Encroachment” means the advance or infringement of uses, plant growth, fill, excavation, buildings, permanent structures or development into a floodplain which may impede or alter the flow capacity of a floodplain. “Existing manufactured home park or subdivision” means a manufactured home park or subdivision for which the construction of facilities for servicing the lots on which the manufactured homes are to be affixed (including, at a minimum, the installation of utilities, the construction of streets, and either final site grading or the pouring of concrete pads) was completed before May 27, 1980.
“Expansion to an existing manufactured home park or subdivision” means the preparation of additional sites by the construction of facilities for servicing the lots on which the manufactured homes are to be affixed (including the installation of utilities, the construction of streets, and either final site grading or the pouring of concrete pads). “Flood, flooding, or flood water” means:
1. A general and temporary condition of partial or complete inundation of normally dry land areas from the overflow of inland or tidal waters; the unusual and rapid accumulation or runoff of surface waters from any source; and/or mudslides (i.e., mudflows); and
2. The condition resulting from flood related erosion.
“Flood Boundary and Floodway Map (FBFM)” means the official map on which the Federal Emergency Management Agency or Federal Insurance Administration has delineated both the areas of special flood hazard and the floodway.
“Flood Insurance Rate Map (FIRM)” means the official map on which the Federal Emergency Management Agency or Federal Insurance Administration has delineated both the areas of special flood hazards and the risk premium zones applicable to the community. “Flood Insurance Study” means the official report provided by the Federal Insurance Administration that includes flood profiles, the FIRM, the Flood Boundary and Floodway Map, and the water surface elevation of the base flood.
“Floodplain or flood-prone area” means any land area susceptible to being inundated by water from any source - see “Flooding.”
“Floodplain administrator” is the community official designated by title to administer and enforce the floodplain management regulations. “Floodplain management” means the operation of an overall program of corrective and preventive measures for reducing flood damage, including, but not limited to, emergency preparedness plans, flood control works, floodplain management regulations, and open space plans.
“Floodplain management regulations” means this and other zoning ordinances, subdivision regulations, building codes, health regulations, special purpose ordinances (such as grading and erosion control) and other applications of police power which control development in flood prone areas. This term describes federal, state or local regulations in any combination thereof which provide standards for preventing and reducing flood loss and damage.
Agenda Item #8.1.
“FloodproofingFlood proofing” means any combination of structural and nonstructural additions, changes, or adjustments to structures which reduce or eliminate flood damage to real estate or improved real property, water and sanitary facilities, structures, and their contents.
For guidelines on dry and wet floodproofingflood proofing, see FEMA Technical Bulletins TB 1-93, TB 3-93, and TB 7-93.
“Flood-related erosion” means the collapse or subsidence of land along the shore of a lake or other body of water as a result of undermining caused by waves or currents of water exceeding anticipated cyclical level or suddenly caused by an unusually high water level in a natural body of water, accompanied by a severe storm, or by an
unanticipated force of nature, such as a flash flood or an abnormal tidal surge, or by some similarly unusually and unforeseeable event which results in flooding.
“Flood-related erosion area” or “flood-related erosion prone area” means a land area adjoining the shore of a lake or other body of water, which due to the composition of the shoreline or bank and high water levels or wind-driven currents, is likely to suffer flood-related erosion damage.
“Flood-related erosion area management” means the operation of an overall program of corrective and preventive measures for reducing flood-related erosion damage, including but not limited to emergency preparedness plans, flood-related erosion control works, and floodplain management regulations.
“Floodway” means the channel of a river or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than one foot. Also referred to as “regulatory floodway.”
“Floodway fringe” is that area of the floodplain on either side of the “regulatory floodway” where encroachment may be permitted. “Fraud and victimization” as related to Section 15.52.210 of this chapter, means that the variance granted must not cause fraud on or victimization of the public. In examining this requirement, the city will consider the fact that every newly constructed building adds to government responsibilities and remains a part of the community for fifty (50) to one hundred (100) years. Buildings that are permitted to be constructed below the base flood elevation are subject during all those years to increased risk of damage from floods, while future owners of the property and the community as a whole are subject to all the costs, inconvenience, danger, and suffering that those increased flood damages bring. In addition, future owners may purchase the property, unaware that it is subject to potential flood damage, and can be insured only at very high flood insurance rates. “Functionally dependent use” means a use which cannot perform its intended purpose unless it is located or carried out in close proximity to water. The term includes only docking facilities, port facilities that are necessary for the loading and unloading of cargo or passengers, Agenda Item #8.1.
and ship building and ship repair facilities, and does not include long term storage or related manufacturing facilities.
“Governing body” is the city, empowered to adopt and implement regulations to provide for the public health, safety and general welfare of its citizenry.
“Hardship” as related to Section 15.52.210 of this chapter means the exceptional hardship that would result from a failure to grant the requested variance. The city requires that the variance be exceptional, unusual, and peculiar to the property involved. Mere economic or financial hardship alone is not exceptional.
Inconvenience, aesthetic considerations, physical handicaps, personal preferences, or the disapproval of one’s neighbors likewise cannot, as a rule, qualify as an exceptional hardship. All of these problems can be resolved through other means without granting a variance, even if the alternative is more expensive, or requires the property owner to build elsewhere or put the parcel to a different use than originally intended.
“Highest adjacent grade” means the highest natural elevation of the ground surface prior to construction next to the proposed walls of a structure.
“Historic structure” means any structure that is:
1. Listed individually in the National Register of Historic Places (a listing maintained by the Department of Interior) or preliminarily determined by the Secretary of the Interior as meeting the requirements for individual listing on the National Register;
2. Certified or preliminarily determined by the Secretary of the Interior as contributing to the historical significance of a registered historic district or a district preliminarily determined by the Secretary to qualify as a registered historic district;
3. Individually listed on a state inventory of historic places in states with historic preservation programs which have been approved by the Secretary of Interior; or
4. Individually listed on a local inventory of historic places in communities with historic preservation programs that have been certified either by an approved state program as determined by the Secretary of the Interior or directly by the Secretary of the Interior in states without approved programs.
“Levee” means a man made structure, usually an earthen embankment, designed and constructed in accordance with sound engineering practices to contain, control or divert the flow of water so as to provide protection from temporary flooding.
“Levee system” means a flood protection system which consists of a levee, or levees, and associated structures, such as closure and drainage devices, which are constructed and operated in accord with sound engineering practices.
“Lowest floor” means the lowest floor of the lowest enclosed area, including basement (see “Basement” definition).
Agenda Item #8.1.
1. An unfinished or flood-resistant enclosure below the lowest floor that is usable solely for parking of vehicles, building access or storage in an area other than a basement area, is not considered a building’s lowest floor provided it conforms to applicable non-elevation design requirements, including, but not limited to:
a. The flood openings standard in Section 15.52.150(C)(4) of this chapter;
b. The anchoring standards in Section 15.52.150(A) of this chapter; c. The construction materials and methods standards in Section
15.52.150(B) of this chapter; and
d. The standards for utilities in Section 15.52.160 of this chapter. “Manufactured home” means a structure, transportable in one or more sections, which is built on a permanent chassis and is designed for use with or without a permanent foundation when connected to the required utilities. For floodplain management purposes, the term “manufactured home” also includes “recreational vehicles,” park trailers, travel trailers and other similar vehicles placed on a site for greater than one hundred eighty (180) consecutive days. “Market value” shall be determined by estimating the cost to replace the structure in new condition and adjusting that cost figure by the amount of depreciation which has accrued since the structure was constructed.
1. The cost of replacement of the structure shall be based on a square foot cost factor determined by reference to a building cost estimating guide recognized by the building construction industry.
2. The amount of depreciation shall be determined by taking into account the age and physical deterioration of the structure and functional obsolescence as approved by the floodplain administrator, but shall not include economic or other forms of external obsolescence.
3. Use of replacement costs or accrued depreciation factors different from those contained in recognized building cost estimating guides may be considered only if such factors are included in a report prepared by an independent professional appraiser and supported by a written explanation of the differences.
“Manufactured home park or subdivision” means a parcel (or contiguous parcels) of land divided into two or more manufactured home lots for sale or rent.
“Mean sea level (MSL)” means, for purposes of the National Flood Insurance Program, the National Geodetic Vertical Datum (NGVD) of 1929, North American Vertical Datum (NAVD) of 1988, or other datum, to which base flood elevations shown on a community’s Flood Insurance Rate Map are referenced.
“New construction”, for floodplain management purposes, means structures for which the “start of construction” commenced on or after May 27, 1980, and includes any subsequent improvements to such structures. “New manufactured home park or subdivision” means a manufactured home park or subdivision for which the construction of facilities for servicing the lots on which the manufactured homes are to be affixed (including Agenda Item #8.1.
at a minimum, the installation of utilities, the construction of streets, and either final site grading or the pouring of concrete pads) is completed on or after May 27, 1980.
“Obstruction” includes, but is not limited to, any dam, wall, wharf, embankment, levee, dike, pile, abutment, protection, excavation, channelization, bridge, conduit, culvert, building, wire, fence, rock, gravel, refuse, fill, structure, vegetation or other material in, along, across or projecting into any watercourse which may alter, impede, retard or change the direction and/or velocity of the flow of water, or due to its location, its propensity to snare or collect debris carried by the flow of water, or its likelihood of being carried downstream. “One hundred year flood” or “100 year flood” - see “Base flood.” “Person” means an individual or his or her agent, firm, partnership, association or corporation, or agent of the aforementioned groups, or this state or its agencies or political subdivisions.
“Program deficiency” means a defect in a community’s floodplain management regulations or administrative procedures that impairs effective implementation of those floodplain management regulations. “Public safety and nuisance” as related to Section 15.52.210 of this chapter, means that the granting of a variance must not result in anything which is injurious to safety or health of an entire community or neighborhood, or any considerable number of persons, or unlawfully obstructs the free passage or use, in the customary manner, of any navigable lake, river, bay, stream, canal, or basin.
“Recreational vehicle” means a vehicle which is:
1. Built on a single chassis;
2. 400 square feet or less when measured at the largest horizontal projection;
3. Designed to be self propelled or permanently towable by a light duty truck; and
4. Designed primarily not for use as a permanent dwelling but as temporary living quarters for recreational, camping, travel, or seasonal use.
“Regulatory floodway” means the channel of a river or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than one foot.
“Remedy a violation” means to bring the structure or other development into compliance with state or local floodplain management regulations, or, if this is not possible, to reduce the impacts of its noncompliance.
Ways that impacts may be reduced include protecting the structure or other affected development from flood damages, implementing the enforcement provisions of this chapter or otherwise deterring future similar violations, or reducing state or federal financial exposure with regard to the structure or other development.
“Riverine” means relating to, formed by, or resembling a river (including tributaries), stream, brook, etc.
“Sheet flow area.” See “Area of shallow flooding.”
Agenda Item #8.1.
“Special flood hazard area (SFHA)” means an area in the floodplain subject to a one percent or greater chance of flooding in any given year. It is shown on an FHBM or FIRM as Zone A, AO, A1-A30, AE, A99, or AH.
“Start of construction” includes substantial improvement and other proposed new development and means the date the building permit was issued, provided the actual start of construction, repair, reconstruction, rehabilitation, addition, placement, or other improvement was within one hundred eighty (180) days from the date of the permit. The actual start means either the first placement of permanent construction of a structure on a site, such as the pouring of slab or footings, the installation of piles, the construction of columns, or any work beyond the stage of excavation; or the placement of a manufacture home on a foundation. Permanent construction does not include land preparation, such as clearing, grading, and filling; nor does it include the installation of streets and/or walkways; nor does it include excavation for a basement, footings, piers, or foundations or the erection of temporary forms; nor does it include the installation on the property of accessory buildings, such as garages or sheds not occupied as dwelling units or not part of the main structure. For a substantial improvement, the actual start of construction means the first alteration of any wall, ceiling, floor, or other structural part of a building, whether or not that alteration affects the external dimensions of the building.
“Structure” means a walled and roofed building that is principally aboveground; this includes a gas or liquid storage tank, or a manufactured home.
“Substantial damage” means:
1. Damage of any origin sustained by a structure whereby the cost of restoring the structure to its before-damaged condition would equal or exceed fifty percent (50%) of the market value of the structure before the damage occurred; or
2. Flood-related damages sustained by a structure on two separate occasions during a ten (10)-year period for which the cost of repairs at the time of each such event, on the average, equals or exceeds twenty-five percent (25%) of the market value of the structure before the damage occurred. This is also known as “repetitive loss.”
“Substantial improvement” means any reconstruction, rehabilitation, addition, or other improvement of a structure, the cost of which equals or exceeds thirty percent (30%) of the market value of the structure before the “start of construction” of the improvement. This term includes structures which have incurred “substantial damage”, regardless of the actual repair work performed. The term does not, however, include either:
1. Any project for improvement of a structure to correct existing violations of state or local health, sanitary, or safety code specifications which have been identified by the local code Agenda Item #8.1.
enforcement official and which are the minimum necessary to assure safe living conditions; or
2. Any alteration of a “historic structure,” provided that the alteration will not preclude the structure’s continued designation as a “historic structure.”
“Variance” means a grant of relief from the requirements of this chapter which permits construction in a manner that would otherwise be prohibited by this chapter.
“Violation” means the failure of a structure or other development to be fully compliant with the community’s floodplain management regulations. A structure or other development without the elevation certificate, other certifications, or other evidence of compliance required in this chapter is presumed to be in violation until such time as that documentation is provided.
“Water surface elevation” means the height, in relation to the National Geodetic Vertical Datum (NGVD) of 1929, North American Vertical Datum (NAVD) of 1988, or other datum, of floods of various magnitudes and frequencies in the floodplains of coastal or riverine areas.
“Watercourse” means a lake, river, creek, stream, wash, arroyo, channel or other topographic feature on or over which waters flow at least periodically. Watercourse includes specifically designated areas in which substantial flood damage may occur. (Ord. 06-8 § 3 (part): prior code § 5B.5)
15.52.060 Lands to which this chapter applies.
This chapter shall apply to all areas of special flood hazards within the jurisdiction of the city. (Ord. 06-8 § 3 (part): prior code § 5B.6)
15.52.070 Basis for establishing the areas of special flood hazard.
The areas of special flood hazard identified by the Federal Emergency Management Agency (FEMA) in the “Flood Insurance Study (FIS) City of St.
Helena, California, Napa County” dated January 7, 1998, with accompanying Flood Insurance Rate Maps (FIRMs) and Flood Boundary and Floodway Maps (FBFMs), dated January 7, 1998, and all subsequent amendments and/or revisions, are hereby adopted by reference and declared to be a part of this chapter. This FIS and attendant mapping is the minimum area of applicability of this chapter and may be supplemented by studies for other areas which allow implementation of this chapter and which are recommended to the city by the floodplain administrator. The study, FIRMs and FBFMs are on file at City Hall, 1480 Main Street, St. Helena. (Ord. 06-8 § 3 (part): prior code § 5B.7)
15.52.080 Compliance.
No structure or land shall hereafter be constructed, located, extended, converted or altered without full compliance with the terms of this chapter and other applicable regulations. Violation of the requirements (including violations of conditions and safeguards) shall constitute a misdemeanor. Nothing herein shall Agenda Item #8.1.
prevent the city from taking such lawful action as is necessary to prevent or remedy any violation. (Ord. 06-8 § 3 (part): prior code § 5B.8)
15.52.090 Abrogation and greater restrictions.
This chapter is not intended to repeal, abrogate or impair any existing easements, covenants or deed restrictions. However, where this chapter and another ordinance, easement, covenant or deed restriction conflict or overlap, whichever imposes the more stringent restrictions shall prevail. (Ord. 06-8 § 3 (part): prior code § 5B.9)
15.52.100 Interpretation.
In the interpretation and application of this chapter, all provisions shall be:
A. Considered as minimum requirements;
B. Liberally construed in favor of the city; and
C. Deemed neither to limit nor repeal any other powers granted under state statutes. (Ord. 06-8 § 3 (part): prior code § 5B.10)
15.52.110 Warning and disclaimer of liability.
The degree of flood protection required by this chapter is considered reasonable for regulatory purposes and is based on scientific and engineering considerations. Larger floods can and will occur on rare occasions. Flood heights may be increased by manmade or natural causes. This chapter does not imply that land outside the areas of special flood hazard or uses permitted within such areas will be free from flooding or flood damages. This chapter shall not create liability on the part of the city, any officer or employee thereof, the state of California or the Federal Emergency Management Agency for any flood damages that result from reliance on this chapter or any administrative decision lawfully made hereunder. (Ord. 06-8 § 3 (part): prior code § 5B.11)
15.52.120 Development permit.
A development permit shall be obtained before construction or other development, including manufactured homes, within any area of special flood hazard established in Section 15.52.070 of this chapter. Applications for a development permit shall be made on forms furnished by the city. The applicant shall provide the following minimum information:
A. Plans in duplicate, drawn to scale, showing:
1. Location, dimensions, and elevation of the area in question, existing or proposed structures, storage of materials and equipment and their location;
2. Proposed locations of water supply, sanitary sewer, and other utilities;
3. Grading information showing existing and proposed contours, any proposed fill, and drainage facilities;
4. Location of the regulatory floodway when applicable;
5. Base flood elevation information as specified in Section 15.52.070 or Section 15.52.150(C) of this chapter;
6. Proposed elevation in relation to mean sea level of the lowest floor (including basement) of all structures; and
Agenda Item #8.1.
7. Proposed elevation in relation to mean sea level to which any nonresidential structure will be floodproofedflood proofed, as required in Section 15.52.150(C)(3) of this chapter and detailed in FEMA Technical Bulletin TB 3-93.
B. Certification from a registered civil engineer or architect that the nonresidential floodproofedflood proofed building meets the floodproofingflood proofing criteria in Section 15.52.150(C)(3) of this chapter.
C. For a crawl space foundation, location and total net area of foundation openings as required in Section 15.52.150(C)(2) of this chapter and detailed in FEMA Technical Bulletins 1-93 and 7-93.
D. Description of the extent to which any watercourse will be altered or relocated as a result of proposed development and evidence that any required state or federal permits for such alteration or relocation have been obtained.
E. All appropriate certifications listed in Section 15.52.150 of this chapter. (Ord. 06-8 § 3 (part): prior code § 5B.13)
15.52.130 Designation of floodplain administrator.
The city engineer is appointed to administer, implement and enforce this chapter by granting or denying development permits in accord with its provisions. (Ord. 06-8 § 3 (part): prior code § 5B.14)
15.52.140 Duties and responsibilities of the floodplain administrator.
The duties and responsibilities of the floodplain administrator shall include, but not be limited to:
A. Permit Review.
1. Review all development permit applications to determine that the permit requirements of this chapter have been satisfied, including determination of substantial improvement and substantial damage of existing structures;
2. All other required state and federal permits have been obtained;
3. The site is reasonably safe from flooding;
4. The proposed development does not adversely affect the carrying capacity of areas where base flood elevations have been determined but a floodway has not been designated. This means that the cumulative effect of the proposed development when combined with all other existing and anticipated development will not increase the water surface elevation of the base flood more than one foot at any point within the city; and
5. All letters of map revision (LOMRs) for flood control projects are approved prior to the issuance of building permits. Building permits must not be issued based on conditional letters of map revision (CLOMRs). Approved CLOMRs allow construction of the proposed flood control project and land preparation as specified in the “Start of Construction” definition.
B. Development of Substantial Improvement and Substantial Damage Procedures.
Agenda Item #8.1.
1. Using FEMA publication FEMA 213, “Answers to Questions About Substantially Damaged Buildings,” develop detailed procedures for identifying and administering requirements for substantial improvement and substantial damage, to include defining “market value.”
2. Assure procedures are coordinated with other departments/divisions and implemented by community staff.
C. Review Use and Development of Other Base Flood Data. When base flood elevation data has not been provided in accordance with Section
15.52.070 of this chapter, the floodplain administrator shall obtain, review and reasonably utilize any base flood elevation and floodway data available from a federal, state or other source, in order to administer Sections 15.52.150 through 15.52.190 of this chapter. Any such information shall be submitted to the city council for adoption. NOTE: A base flood elevation may be obtained using one of two methods from the FEMA publication, FEMA 265, “Managing Floodplain Development in Approximate Zone A Areas – A Guide for Obtaining and Developing Base (100-year) Flood Elevations” dated July 1995.
D. Notification of Other Agencies.
1. Alteration or relocation of a watercourse.
a. Notify adjacent communities and the California Department of Water Resources prior to the alteration or relocation;
b. Submit evidence of such notification to the Federal Emergency Management Agency; and
c. Assure that the flood-carrying capacity of the altered or relocated portion of such watercourse is maintained.
2. Base flood elevation changes due to physical alterations:
a. Within six months of information becoming available or project completion, whichever comes first, the floodplain administrator shall submit or assure that the permit applicant submits technical or scientific data to FEMA for a letter of map revision (LOMR). b. All LOMR’s for flood control projects are approved prior to the issuance of building permits. Building permits must not be issued based on conditional letters of map revision (CLOMR’s).
Approved CLOMR’s allow construction of the proposed flood control project and land preparation as specified in the “Start of Construction” definition.
c. Such submissions are necessary so that upon confirmation of those physical changes affecting flooding conditions, risk premium rates and floodplain management requirements are based on current data.
3. Changes in corporate boundaries:
Notify FEMA in writing whenever the corporate boundaries have been modified by annexation or other means and include a copy of a map of the community clearly delineating the new corporate limits.
E. Documentation of Floodplain Development.
Obtain and maintain for public inspection and make available as needed the following:
Agenda Item #8.1.
1. Certification required by Section 15.52.150(C)(1) of this chapter (lowest floor elevations);
2. Certification required in Section 15.52.150(C)(3) of this chapter (elevation or floodproofingflood proofing of nonresidential structures);
3. Certification required in Section 15.52.150(C)(4) of this chapter (wet floodproofingflood proofing standard);
4. Certification required in Section 15.52.170 of this chapter (subdivisions and other proposed development standards);
5. The certification required in Section 15.52.190(A) of this chapter (floodway encroachments); and
6. Maintain a record of all variance actions, including justification for their issuance, and report such variances issued in its biennial report submitted to the Federal Emergency Management Agency.
F. Map Determination. Make interpretations where needed, as to the exact location of the boundaries of the areas of special flood hazard, where there appears to be a conflict between a mapped boundary and actual field conditions. The person contesting the location of the boundary shall be given a reasonable opportunity to appeal the interpretation as provided in Section 15.52.200 of this chapter.
G. Remedial Action. Take action to remedy violations of this chapter as specified in Section 15.52.080 herein.
H. Biennial Report. Complete and submit biennial report to FEMA.
I. Planning. Assure community’s general plan is consistent with floodplain management objectives herein. (Ord. 06-8 § 3 (part): prior code § 5B.15)
15.52.150 Standards of construction.
In all areas of special flood hazards the following standards are required:
A. Anchoring.
1. All new construction and substantial improvements, including manufactured homes, shall be adequately anchored to prevent flotation, collapse or lateral movement of the structure resulting from hydrodynamic and hydrostatic loads, including the effects of buoyancy.
B. Construction Materials and Methods.
1. All new construction and substantial improvements to structures, including manufactured homes, shall be constructed:
a. With flood-resistant materials, and utility equipment resistant to flood damage for areas below the base flood elevation;
b. Using methods and practices that minimize flood damage; c. With electrical, heating, ventilation, plumbing and air-conditioning equipment and other service facilities that are designed and/or located so as to prevent water from entering or accumulating within the components during conditions of flooding; and d. Within Zone AH or AO, so that there are adequate drainage paths around structures on slopes to guide floodwaters around and away from proposed structures.
C. Elevation and FloodproofingFlood proofing.
Agenda Item #8.1.
1. New construction and substantial improvement of any residential structure shall have the lowest floor, including basement:
a. In AE, AH and A1-A30 Zones, elevated to eighteen (18) inches above the base flood elevation.
b. In an AO Zone, elevated above the highest adjacent grade to a height equal to or exceeding the depth number specified in feet on the FIRM, or elevated at least two feet above the highest adjacent grade if no depth number is specified.
c. Upon completion of the structure, the elevation of the lowest floor including basement shall be certified by a registered civil engineer or land surveyor to be properly elevated. Such certification shall be provided to the floodplain administrator.
2. Crawl Space Construction. Below-grade crawl space construction in accordance with the requirements listed below will not be considered basements.
a. The building must be designed and adequately anchored to resist flotation, collapse, and lateral movement of the structure resulting from hydrodynamic and hydrostatic loads, including the effects of buoyancy. Crawl space construction is not allowed in areas with flood velocities greater than five feet per second unless the design is reviewed by a qualified design professional, such as a registered architect or professional engineer;
b. The crawl space is an enclosed area below the BFE and, as such, must have openings that equalize hydrostatic pressures by allowing for the automatic entry and exit of floodwaters. For guidance on flood openings, see FEMA Technical Bulletin 1-93; c. Crawl space construction is not permitted in V zones. Open pile or column foundations that withstand storm surge and wave forces are required in V zones;
d. Portions of the building below the BFE must be constructed with materials resistant to flood damage. This includes not only the foundation walls of the crawl space used to elevate the building, but also any joists, insulation, or other materials that extend below the BFE; and
e. Any building utility systems within the crawl space must be elevated above BFE or designed so that floodwaters cannot enter or accumulate within the system components during flood conditions.
f. Requirements for all below-grade crawl space construction, in addition to the above requirements, to include the following:
i. The interior grade of a crawl space below the BFE must not be more than two feet below the Lowest Adjacent Exterior Grade (LAG), shown as D in figure 3 of Technical Bulletin 11-01;
ii. The height of the below-grade crawl space, measured from the interior grade of the crawl space to the top of the crawl space foundation wall must not exceed 4 feet (shown as L in figure 3 of Technical Bulletin 11-01) at any point;
Agenda Item #8.1.
iii. There must be an adequate drainage system that removes floodwaters from the interior area of the crawl space within a reasonable period of time after a flood event, not to exceed seventy-two (72) hours; and
iv. The velocity of floodwaters at the site should not exceed five feet per second for any crawl space. For velocities in excess of five feet per second, other foundation types should be used.
3. For any new construction or substantial improvement of a nonresidential structure, the entire structure shall either be elevated in conformance with subsection (C)(1) of this section or together with attendant utility and sanitary facilities:
a. Be floodproofedflood proofed so that below the level required under subsection (C)(1) of this section the structure is watertight with walls substantially impermeable to the passage of water; b. Have structural components capable of resisting hydrostatic and hydrodynamic loads and effects of buoyancy; and
c. Be certified by a registered civil engineer that the standards of this subsection are satisfied. Such certification shall be provided to the floodplain administrator.
4. Require, for all new construction and substantial improvements, that fully enclosed areas below the lowest floor that are subject to flooding shall be designed to automatically equalize hydrostatic flood forces on exterior walls by allowing for the entry and exit of flood waters.
Designs for meeting this requirement must either be certified by a registered civil engineer or meet or exceed the following minimum criteria:
a. Either a minimum of two openings having a total net area of not less than one square inch for every square foot of enclosed area subject to flooding shall be provided. The bottom of all openings shall be no higher than one foot above grade. Openings may be equipped with screens, louvers, valves or other coverings or devices; provided, that they permit the automatic entry and exit of flood waters; or
b. Be certified to comply with a local floodproofingflood proofin standard approved by the Federal Insurance Administration.
5. Manufactured homes shall also meet the standards in Section
15.52.180.
D. Non-conversion of Enclosed Areas Below the Lowest Floor. To ensure that the areas below the BFE shall be used solely for parking vehicles, limited storage, or access to the building and not be finished for use as human habitation without first becoming fully compliant with the floodplain management ordinance in effect at the time of conversion, the floodplain administrator shall:
1. Determine which applicants for new construction and/or substantial improvements have fully enclosed areas below the lowest floor that are five feet or higher;
Agenda Item #8.1.
2. Require that such applicants enter into a “NON-CONVERSION
AGREEMENT FOR CONSTRUCTION WITHIN FLOOD HAZARD
AREAS” or equivalent with the city. The agreement shall be recorded by the floodplain administrator with the Napa County Recorder as a deed restriction. The non-conversion agreement shall be in a form acceptable to the floodplain administrator and city attorney; and
3. Have the authority to inspect any area of a structure below the base flood elevation to ensure compliance upon prior notice of at least seventy-two (72) hours.
E. The floodplain administrator shall require permits for proposed construction and other development within all flood-related erosion-prone areas known to the community.
1. Permit applications shall be reviewed to determine whether the proposed site alterations and improvements will be reasonably safe from flood-related erosion, and will not cause flood-related erosion hazards or otherwise aggravate the existing hazard.
2. If a proposed improvement is found to be in the path of flood-related erosion or would increase the erosion hazard, such improvement shall be relocated or adequate protective measures shall be taken to avoid aggravating the existing erosion hazard.
3. Within Zone E on the Flood Insurance Rate Map, a setback is required for all new development from the ocean, lake, bay, riverfront or other body of water to create a safety buffer consisting of a natural vegetative or contour strip. This buffer shall be designated according to the flood-related erosion hazard and erosion rate, in relation to the anticipated “useful life” of structures, and depending upon the geologic, hydrologic, topographic, and climatic characteristics of the land. The buffer may be used for suitable open space purposes, such as for agricultural, forestry, outdoor recreation and wildlife habitat areas, and for other activities using temporary and portable structures only. (Ord. 06-8 § 3 (part): prior code § 5B.16)
15.52.160 Standards for utilities.
A. All new and replacement water supply and sanitary sewage systems shall be designed to minimize or eliminate infiltration of flood waters into the system and discharge from systems into flood waters.
B. On-site waste disposal systems shall be located to avoid impairment to them or contamination from them during flooding. (Ord. 06-8 § 3 (part):
prior code § 5B.17)
15.52.170 Standards for subdivisions.
A. All preliminary subdivision proposals shall identify the flood hazard area and the elevation of the base flood.
B. All final subdivision plans will provide the elevation of proposed structure(s) and pads. If the site is filled above the base flood, the final pad elevation shall be certified by a registered civil engineer or land surveyor and provided to the floodplain administrator.
Agenda Item #8.1.
C. All subdivision proposals shall be consistent with the need to minimize flood damage.
D. All subdivision proposals shall have public utilities and facilities such as sewer, gas, electrical and water systems located and constructed to minimize flood damage.
E. All subdivisions shall provide adequate drainage to reduce exposure to flood hazards. (Ord. 06-8 § 3 (part): prior code § 5B.18)
15.52.180 Standards for manufactured homes.
All new and replacement manufactured homes and additions to manufactured homes shall:
A. Be elevated on a permanent foundation so that the lowest floor is at least eighteen (18) inches above the base flood elevation; and B. Be securely anchored to a permanent foundation system designed to resist flotation, collapse and lateral movement and approved by the Building Official.
C. All recreational vehicles placed in Zones A1-30, AH, and AE will either:
1. Be on the site for fewer than one hundred eight (180) consecutive days; or
2. Be fully licensed and ready for highway use. A recreational vehicle is ready for highway use if it is on its wheels or jacking system, is attached to the site only by quick disconnect type utilities and security devices, and has no permanently attached additions; or
3. Meet the permit requirements of Section 15.52.120 of this chapter and the elevation and anchoring requirements for manufactured homes in Section 15.52.180. (Ord. 06-8 § 3 (part): prior code § 5B.19)
15.52.190 Floodways.
Located within areas of special flood hazard established in Section 15.52.070 of this chapter are areas designated as floodways. Since the floodway is an extremely hazardous area due to the velocity of flood waters which carry debris, potential projectiles, and erosion potential, the following provisions apply:
A. Prohibit encroachments, including fill, new construction, substantial improvements and other development unless certification by a registered civil engineer is provided demonstrating that encroachments shall not result in any increase in flood levels during the occurrence of the base flood discharge.
B. If subsection A of this section is satisfied, all new construction and substantial improvements shall comply with all other applicable flood hazard reduction provisions of Sections 15.52.140 through 15.52.180. (Ord. 06-8 § 3 (part))
15.52.200 Appeal board.
A. The planning commission, and on appeal, the city council shall hear and decide appeals when it is alleged there is an error in any requirement, decision, or determination made by the floodplain administrator in the enforcement or administration of this chapter.
Agenda Item #8.1.
B. The city council shall hear and decide requests for variance in the enforcement or administration of this chapter.
1. In passing upon requests for variances, the city council shall consider all technical evaluations, all relevant factors, standards specified in other sections of this chapter, and the:
a. Danger that materials may be swept onto other lands to the injury of others;
b. Danger of life and property due to flooding or erosion damage; c. Susceptibility of the proposed facility and its contents to flood damage and the effect of such damage on the existing individual owner and future owners of the property;
d. Importance of the services provided by the proposed facility to the community;
e. Necessity to the facility of a waterfront location, where applicable; f. Availability of alternative locations for the proposed use which are not subject to flooding or erosion damage;
g. Compatibility of the proposed use with existing and anticipated development;
h. Relationship of the proposed use to the comprehensive plan and floodplain management program for that area;
i. Safety of access to the property in time of flood for ordinary and emergency vehicles;
j. Expected heights, velocity, duration, rate of rise, and sediment transport of the flood waters expected at the site; and k. Costs of providing governmental services during and after flood conditions, including maintenance and repair of public utilities and facilities such as sewer, gas, electrical, and water system, and streets and bridges.
2. Variances shall only be issued upon a:
a. Showing of good and sufficient cause;
b. Determination that failure to grant the variance would result in exceptional “hardship” to the applicant; and
c. Determination that the granting of a variance will not result in increased flood heights, additional threats to public safety, or extraordinary public expense, create a nuisance (see “public safety and nuisance”*), cause “fraud and victimization”* of the public, or conflict with existing local laws or ordinances.
3. Variances may be issued for new construction, substantial improvement, and other proposed new development necessary for the conduct of a functionally dependent use provided that the provisions of subsections (B)(1) through (B)(2) of this section are satisfied and that the structure or other development is protected by methods that minimize flood damages during the base flood and does not result in additional threats to public safety and does not create a public nuisance.
4. Upon consideration of the factors of subsection B of this section and the purposes of this chapter, the city council may attach such conditions to the granting of variances as it deems necessary to Agenda Item #8.1.
further the purposes of this chapter. (Ord. 06-8 § 3 (part): prior code § 5B.21)
* Editor’s Note: See Section 15.52.050 for definition of this term.
15.52.210 Variances.
A. The issuance of a variance is for floodplain management purposes only.
Insurance premium rates are determined by statute according to actuarial risk and will not be modified by the granting of a variance.
B. The variance criteria set forth in this section are based on the general principle of zoning law that variances pertain to a piece of property and are not personal in nature. A variance may be granted for a parcel of property with physical characteristics so unusual that complying with the requirements of this chapter would create an exceptional hardship to the applicant or the surrounding property owners. The characteristics must be unique to the property and not be shared by adjacent parcels. The unique characteristic must pertain to the land itself, not to the structure, its inhabitants, or the property owners.
C. It is the duty of the city to help protect its citizens from flooding. This need is so compelling and the implications of the cost of insuring a structure built below flood level are so serious that variances from the flood elevation or from other requirements in this chapter are quite rare. The long term goal of preventing and reducing flood loss and damage can only be met if variances are strictly limited. Therefore, the variance guidelines provided in this section are more detailed and contain multiple provisions that must be met before a variance can be properly granted. The criteria are designed to screen out those situations in which alternatives other than a variance are more appropriate.
D. Generally, variances may be issued for new construction, substantial improvement, and other proposed new development to be erected on a lot of one-half acre or less in size contiguous to and surrounded by lots with existing structures constructed below the base flood elevation, providing that the procedures of Sections 15.52.150 through 15.52.190 of this chapter have been fully considered. As the lot size increases beyond onehalf acre, the technical justification required for issuing the variance increases.
E. Variances may be issued for the repair or rehabilitation of “Historic Structures” (as defined in Section 15.52.050 of this chapter) upon a determination that the proposed repair or rehabilitation will not preclude the structure’s continued designation as an historic structure and the variance is the minimum necessary to preserve the historic character and design of the structure.
Agenda Item #8.1.
F. Variances shall not be issued within any mapped regulatory floodway if any increase in flood levels during the base flood discharge would result.
G. Variances shall only be issued upon a determination that the variance is the “minimum necessary” considering the flood hazard, to afford relief. “Minimum necessary” means to afford relief with a minimum of deviation from the requirements of this chapter. For example, in the case of variances to an elevation requirement, this means the city need not grant permission for the applicant to build at grade, or even to whatever elevation the applicant proposes, but only to that elevation which the city believes will both provide relief and preserve the integrity of the local ordinance.
H. Any applicant to whom a variance is granted shall be given written notice over the signature of a city official that:
1. The issuance of a variance to construct a structure below the base flood level will result in increased premium rates for flood insurance up to amounts as high as twenty-five dollars ($25.00) for one hundred dollars ($100.00) of insurance coverage; and
2. Such construction below the base flood level increases risks to life and property. A copy of the notice shall be recorded by the floodplain administrator in the office of the Napa County recorder and shall be recorded in a manner so that it appears in the chain of title of the affected parcel of land.
I. The floodplain administrator will maintain a record of all variance actions, including justification for their issuance, and report such variances issued in its biennial report submitted to the Federal Emergency Management Agency. (Ord. 06-8 § 3 (part): prior code § 5B.22)
Agenda Item #8.1.
Chapter 15.53
CALIFORNIA GREEN BUILDING STANDARDS CODE
Sections:
15.53.010 California Green Building Standards Code – Adopted.
15.53.020 California Green Building Standards Code – Amendments
15.53.030 California Green Building Standards Code – Voluntary Measures Made Mandatory,
15.53.010 California Green Building Standards Code – Adopted.
The 20221369 Edition of the California Green Building Standards Code, known as the California Code of Regulations, Title 24, Part 11, with amendments set forth in section 15.53.020 is hereby adopted.
15.53.020 California Green Building Standards Code – Amendments.
A. Section 101.3 Scope, The provisions of this code shall apply to the planning, design, operation, construction, use and occupancy of every newly constructed building or structure, or an addition of 400 sq. ft. or more, or a remodel encompassing a bathroom or kitchen in an existing structure, unless otherwise indicated in this code, throughout the State of California.
B. Section 4.303.1, Indoor Water Use, Twenty percent savings.
2. In additions or remodels of existing structures, all new indoor plumbing fixtures shall meet the 20% reduction in use illustrated by Table 4.303.2.
C. Section 4.503, Fireplaces, Pursuant to Bay Area Air Quality Management District, Regulation 8, Particulate Matter and Visible Emissions, Rule 3, Wood-Burning Devices, the City of St. Helena hereby enforces the following:
1. Definitions:
“APCO” The Air Pollution Control Officer of the Bay Area Air Quality Management District or designee thereof.
“Fireplaces”: Any installed masonry or factory-built wood-burning device designed to operate with an air-to-fuel ratio greater than or equal to 35-to1m a burn rate over 11 pounds per hour, or a weight over 1760 pounds. “Gas-fueled Heating Device”: Any device that utilizes natural gas as a fuel source supplied by a natural gas service utility, including, but not limited to, gas-fueled fireplaces, gas-fueled room heaters, gas-fueled inserts, or gas-fueled log sets.
Agenda Item #8.1.
“Masonry Heater”: Any site-build or site-assembled, solid-fueled heating device constructed mainly of masonry materials in which the heat from intermittent fires burned rapidly in its firebox is stored in its structural mass for slow release to the site. Such solid-fueled heating devices must meet the design and construction specifications set forth in ASTM E 1602-03, “Guide for Construction of Solid Fuel Burning Masonry Heaters.” “Pellet-fueled Device”: Any solid-fueled burning device which is operated on pellet-fuel and is either U.S. EPA Phase II certified or exempted under U.S. EPA requirements set forth in Title 40 Code of Federal Regulation (CFR), Part 60, Subpart AAA. Pellet fuel may be composed of compressed wood, corn or other biomass.
“Wood-burning Device”: Any wood-burning stove or heater, pellet-fueled device, fireplace, or any indoor permanently installed device used to burn any solid fuel for space-heating or aesthetic purposes. This definition does not include wood-burning devices intended exclusively for cooking food, such as wood-fired ovens or barbecues.
2. Criteria for Installation of Wood-burning Devices: No person shall install a new or used wood-burning device intended for use in the City of St.
Helena unless it is one of the following:
1. A U.S. EPA Phase II certified wood-burning device;
2. A pellet-fueled device;
3. A low mass fireplace, masonry heater or other wood-burning device of a make and model that meets EPA emission targets and has been approved in writing by the APCO.
This requirement does not apply if a wood-burning device is an installed fixture included in the sale or transfer of any real property.
Any gas-fueled heating device or electric-powered heating device is allowed under this standard.
3. Criteria for Wood-burning Devices in New Building Construction: No person or builder shall commence construction of a new building or structure permitted to contain or containing a wood-burning device, or install a new wood-burning device resulting from a remodel, or construct a free-standing outdoor fireplace that is not intended exclusively for cooking food, unless the device meets the requirements above. Any gas-fueled heating device or electric-powered heating device is allowed under this standard.
Agenda Item #8.1.
15.53.030 California Green Building Standards Code – Voluntary Measures Made Mandatory,
A. Section A4.403.2 Reduction in cement use. As allowed by the enforcing agency, cement used in foundation mix design shall be reduced to not less than a 20 percent reduction in cement use.
B. Note: Products commonly used to replace cement in concrete mix designs include, but are not limited to:
1. Fly ash
2. Slag
3. Silica fume
4. Rice hull ash
C.Section A4.404.3 Building Systems. All wood roof, wall and subfloor sheet goods shall be engineered, oriented strand board. Alternate equivalent materials maybe allowed by authority having jurisdiction.
Agenda Item #8.1.
Chapter 15.54
CALIFORNIA ADMINISTRATIVE CODE ADOPTED
Sections:
15.54.010 California Administrative Code Adopted.
The 20221369 Edition of the California Administrative Code, known as the California Code of Regulations, Title 24, Part 1, published by the California Building Standards Commission, is hereby adopted including all appendices, and without amendments.
Agenda Item #8.1.
Chapter 15.55
CALIFORNIA REFERENCED STANDARDS CODE
ADOPTED
Sections:
15.55.010 California Referenced Standards Code Adopted.
The 2022
136 9 Edition of the California Building Standards Code, known as the California Code of Regulations, Title 24, Part 12, published by the California Building Standards Commission, is hereby adopted including all appendices, and without amendments.
Agenda Item #8.1.
Chapter 15.36
CALIFORNIA FIRE CODE ADOPTED
Sections:
15.36.010 General findings.
15.36.020 Codes adopted.
15.36.030 Specific findings for code amendments.
15.36.040 Administration.
15.36.050 Fire Service Features.
15.36.060 Fire Protection Systems.
15.36.070 Establishment of Limits
15.36.080 Requirements for Wildland-Urban Interface Areas
15.36.090 Fire Flow Requirements for Building
15.36.100 Fire Apparatus Access Roads
15.36.110 Modifications.
15.36.120 Appeals.
15.36.010 General findings.
A. The fire and hazardous materials section of the public health and safety element of the city general plan recommends that on-site fire mitigation should include use of fire-resistant materials, sprinklers, and early warning systems; and provides that factors which contribute to the potential for fire are vegetation and distance from fire stations;
B. Because response time of fire suppression units has a critical impact on the ability to protect life and property in case of fire or other emergencies, buildings must be provided with built-in fire protection systems to offset the negative impact of excessive response time;
C. The residential growth management system section of the land use element of the city general plan prescribes that density and population shall not exceed that which can be served by adequate public facilities and service; D. The fire department has increasing incidence of simultaneous demands for service that completely deplete our resources; and provides that fire protection requirements for new construction and remodeled buildings shall be strengthened to reduce planned growth on fire department capabilities and to provide a reasonable degree of fire and life safety at minimum fire suppression cost; and
E. The City Council desires to enhance the adequate protection of buildings and structures by the adoption of this chapter.
15.36.020 Codes adopted.
The 2022 2019 California Fire Code, known as the California Code of Regulations, Title 24 part 9, based on the International Fire Code, 2021192018 Edition, published by the International Code Council in its entirety, including Appendices: Appendix Chapter 4, Agenda Item #8.1.
Appendix B and Appendix BB (Fire Flow Requirements for Buildings), Appendix C and Appendix CC (Fire Hydrant Locations and Distribution), Appendix D (Fire Apparatus Access Roads), Appendix E (Hazard Categories), Appendix F (Hazard Ranking), Appendix G (Cryogenic fluids-Weight and Volume Equivalents), Appendix H (Hazardous Materials Management Plans and Hazardous Inventory Statement), Appendix I (Fire Protection Systems Noncompliant Conditions), Appendix J (Building Signage), Appendix K (Temporary Haunted Houses, Ghost Walks and Similar Amusement Uses) and referred to as the “International Fire Code” or “IFC” is adopted as amended and made a part of this code by reference per findings as set forth in Section 15.36.030.
15.36.030 Specific findings for code amendments.
Each amendment to the California Fire Code adopted by this chapter, is reasonably necessary because of the following determinations due to local climatic, geological, or topographic conditions pursuant to Health and Safety Code, Section 17958.5:
A. The city is characterized by a narrow valley floor surrounded and intermingled with steep hill terrain, containing areas which are very susceptible to wildland fires. Wildland fires are considered a significant threat in St. Helena. Native vegetation of brush, woodland, grassland and forest become extremely flammable during summer and remain so if drought conditions prevail during the winter months. Drought cycles appear in this area every seven (7) through eleven (11) years.
B. Earthquake is considered to be one of the most potentially destructive threats to life and property in the city. A moderate to severe seismic incident on any of the several fault zones in relatively close proximity to St. Helena is expected to cause extensive property damage, disruptions to communications systems, and damage to public utility systems.
C. St. Helena is divided geographically into two parts by the north to south flow of the Napa River. Significant damaging flooding occurs in portions of the city approximately every five (5) to ten (10) years. Warnings are usually given several hours to a few days before such floods. This natural barrier can serve as a severe impediment to public safety services because of the severity of slopes, and the existence of natural barriers such as the Napa River, Sulphur Creek, and York Creek. (Prior code § 5A.12)
D. Some areas of the forested hillside terrain that border the city have been designated as a Woodlands and Watershed area. These are areas that are Local Responsibility areas (LRA) for fire response and as such fall under the Wildland Urban Interface (WUI) guidelines set forth in chapter 49 of the Fire Code and chapter 7A of the Building Code.
15.36.040 Administration
A. Section 105.4.4.1 Phased Approval, is repealed in its entirety Agenda Item #8.1.
B. Section 109.3 Violation penalties, California Fire Code 20192022, Chapter 1 is amended to read as follows:
Persons who shall violate a provision of this fire code or shall fail to comply with any of the requirements thereof or who shall erect, install, alter, repair or do work in violation of the approved construction documents or directive of the Fire Code Official, or of a permit or certificate used under provisions of this fire code, shall be subject to penalties as prescribed by law. In addition to potential civil and/or criminal penalties, any person, individual, group of individuals, firm, trust, corporation, partnership association, or business concern responsible for an unauthorized release of hazardous material, a malicious false alarm, excessive unintentional false alarms, or igniting and/or maintaining an illegal fire, shall be liable for reimbursing the City of St. Helena for all costs incurred resulting from the City’s emergency response and mitigation activities involving these incidents. Incurred costs may include such activities as firefighting, rescue, evacuation, hazardous material containment, control and/or disposal, incident investigation, report writing, administrative costs, and additional mitigation activities that may be contracted by the City.
C. 110.5 is added to Section 110 to read in full as follows:
Unsafe building or property. It shall be unlawful to leave or maintain any building or property in an unsafe condition or maintain any building or property in a manner that is a public nuisance, a threat to life, safety, or property, or a fire hazard. The Fire Code Official may order or cause the abatement of such nuisance, threat, or hazard as specified in Section 109 of the fire code. All grass and weeds shall be cut to a maximum of 4 inches in length and all dead, dying, and/or decaying vegetation shall be removed by June 1st each year. Upon discovery of any public nuisance as defined by this code, the city administrator, or his or her designee, may notify the owner and any responsible person that the nuisance shall be abated by the city at such person’s expense unless they appear at the stated time and place to show cause why there should be no abatement, pursuant to Sections 1.12.140 through 1.12.200. (Prior code § 1.24) If the owner fails to correct such conditions, the Fire Code Official is authorized to cause the same to be done and make the expense of such correction a lien upon the property where such condition exists.
D. Section 111.4, Failure to comply, California Fire Code 20222019, Chapter 1 is amended to read as follows:
Any person who shall continue any work after having been served with a stop work, except such work as that person is directed to perform to remove a violation or unsafe condition, shall be subject to penalties as prescribed by law.
E. Section 307.1 is amended to read as follows:
Agenda Item #8.1.
307.1 General. A person shall not kindle or maintain or authorize to be kindled or maintained any open burning unless conducted for agricultural operations, approved in accordance with this section and a permit obtained from the Fire code official.
F. Section 304.1.2 is amended to read as follows:
304.1.2 Vegetation. Weeds, grass, vines or other growth that is capable of being ignited and endangering property, shall be cut down and removed by the owner or occupant of the premises. All grass and weeds shall be cut to a maximum of 4 inches in length and all dead, dying, and/or decaying vegetation shall be removed by June 1st each year.
15.36.050 Fire Service Features
Chapter 5
Section 501 General is amended to read as follows:
A. Section 501.3 is amended to read as follows:
501.3 Construction documents. Construction documents for proposed fire apparatus access, security gates across fire apparatus access, location of fire lanes, construction documents, hydraulic calculations for fire hydrant systems and all fire protection system plans shall be submitted and approved prior to the issuance of a building permit.
Section 503 Fire Apparatus Access Roads is amended to read as follows:
Driveways and access roads shall be as defined in Municipal Code Sec. 17.124.070, Standards for driveways and access drives.
Section 503.4.1 Traffic calming devices, California Fire Code 2019, Chapter 503.4.1 is amended to read as follows:
Traffic calming devices including, but not limited to, speed bumps, speed humps, speed tables, speed depressions, shall not be allowed on public or private roadways, driveways or fire apparatus access routes.
Section 506.1 Where required, California Fire Code 20222019, Chapter 5 is amended to read as follows:
Key boxes are required on all commercial buildings and multi-family residential housing units within the city limits. The key box shall be on an approved type and shall contain keys to gain necessary access and a building site plan as required by the Fire Code Official.
Agenda Item #8.1.
Chapter 6 Building services and systems
A. Section 603.8 is amended to read as follows:
603.8 Incinerators. Commercial, industrial and residential type incinerators and chimneys are prohibited within the City of St. Helena.
B. 609.2 Is amended to read as follows:
609.2 Where required. A Type 1 hood shall be installed at or above all commercial cooking appliances and domestic cooking appliances used for commercial purposes that produces grease laden vapors. Cooking facilities in assembly occupancies and congregate residences shall be considered commercial operations.
15.36.060 Fire Protection Systems
A. Chapter 9, subsection 901.1 is hereby amended to read. Approved automatic sprinkler systems in new buildings, structures and qualified additions and remodels shall be provided in the locations described as follows. 903.2.1 Construction Documents. The Fire Code Official shall have the authority to require construction documents and calculations for all fire protection systems and to require permits be issued for the installation, rehabilitation or modification of any fire protection system. Construction documents for fire protection systems shall be submitted for review and approval prior to the issuance of a building permit.
B. Chapter 9, subsection 903.2 is amended by repealing the entire subsection 903.2 (with the exception of subsections 903.2.12, 903.2.17 and tables 903.2.11.6 and 903.2.5.2, which shall remain in effect), and replacing it with the following:
903.2 Where Required. Approved automatic sprinkler systems in new and existing buildings shall be provided in the locations described in this section. 903.2.1 Required installations. An automatic fire sprinkler system shall be installed and maintained in all newly constructed buildings or structures, fire sprinkler systems shall be installed in new manufactured homes and multifamily manufactured homes with two dwelling units in accordance with title 25 of the California Code of Regulations.
Exception:
1. When approved by the Fire Code Official spaces or areas in telecommunications buildings used exclusively for telecommunications equipment, associated electrical power distribution equipment, batteries and standby engines, provided those spaces or areas are equipped throughout with an automatic fire alarm system and are separated from Agenda Item #8.1.
the remainder of the building by fire barriers consisting of no less than 1- hour fire-resistance-rated wall and 2-hour fire-resistance-rate floor/ceiling assemblies.
2. Automatic fire sprinkler protection for fixed guideway transit systems shall be as per Section 903.2.17.
3. Detached Group U private garages and carports accessory to a Group R3 occupancy and less than 1,000 square feet., and more than 10 feet from adjacent structures, unless all exterior walls provide 2-hour fire protection.
4. Detached pool houses, workshops, barns and similar structures, built in conjunction with existing non-sprinkled single-family residences and provided the new structure is less than 1,000 square feet, is not intended for use as a dwelling unit and complies with the separation distances and exterior fire protection ratings of the Building Code.
5. Detached non-combustible, limited combustible materials or fire retarded treated wood canopies less than 3,000 square feet in roof area used exclusively for vehicle washing facilities or vehicle fuel dispensing stations.
6. Group B or M occupancies less than 500 square feet.
7. Detached, unenclosed gazebos or shade structures less than 1,000 square feet.
8. Detached restroom facilities associated with golf courses, parks and similar uses.
9. Shipping containers used for storage purpose and located not closer than 5 feet to a building, property line or other container. 903.2.2 Additions. An automatic sprinkler system shall be installed throughout any existing commercial or residential building when the floor area of the addition (including mezzanines) within any three year period exceeds 50% of the existing floor area of the building (excluding attached garages or unconditioned spaces in the floor area calculation of the addition) or when an additional story is added. 903.2.3 Alterations or Repairs. For alterations or repairs to existing buildings involving demolition of more than 50% of the existing floor area or removal of 50% or more of the existing ceiling covering (i.e. sheetrock, lath and plaster, suspended ceiling etc.), or removal of 50% or more of the existing roof structure or roof substructure (excluding roof covering material) the building shall meet the sprinkler requirements for a newly constructed building.
Exception: One-time alterations made solely for the purpose of complying with the Americans with Disabilities Act.
Agenda Item #8.1.
903.2.4 Change of Occupancy. Any change of occupancy when the proposed new occupancy classification is more hazardous based on a fire and life safety evaluation by the Fire Code Official and Building Code Official, including conversion of buildings to single-family residences, accessory dwelling units, bed and breakfast, inns, lodging houses or congregate residences or other similar uses an automatic fire sprinkler system shall be installed throughout.
Section 907.1
Section 907.1.6 is added to read as follows:
907.1.6 False Alarms. A false alarm shall mean the receipt by the fire department an audio or visual alarm or signal from an automatic fire alarm device set off by causes other than the occurrence of a fire. Alarm users are allowed three (3) false alarms in a 365-day period. A service charge of $100 shall be imposed for the fourth false alarm, a $250 service charge shall be imposed for the fifth false alarm and a service charge of $500 for each subsequent false alarm shall be assessed.
Appendix C
Amend Appendix C Fire Hydrant Locations and Distribution.
Section C102 Location by adding the following:
C 102.2 Fire Department Connections
A Fire Hydrant shall be located within 50 feet of all Fire Department connections (FDC), or approved by the Fire Code Official.
15.36.070 Establishment of Limits
A. Establishments of Limits of Districts in which Storage of Flammable or Combustible Liquids in Outside Aboveground Tanks is Prohibited: The limits referred to in Chapter 57 of the California Fire Code, in which the storage of flammable or combustible liquids is restricted, are hereby established as follows: Storage of 16 gallons or more is prohibited in all areas unless a permit is issued by the Fire Code Official.
B. Establishment of Districts of Limits in which Storage of Liquefied Petroleum Gasses is prohibited: The limits referred to in Chapter 57 of the California Fire Code, in which storage of liquefied petroleum gas is prohibited, are hereby established as follows: Storage is prohibited in all areas of the City unless a permit is issued by the Fire Code Official.
Agenda Item #8.1.
C. Establishment of Limits of Districts in which Storage of Explosives and Blasting Agents is Prohibited: The limits referred to in Chapter 56 of the California Fire Code, in which storage of explosives and blasting agents is prohibited, are hereby established as follows: Storage is prohibited in all areas of the City, unless a permit is issued by the Fire Code Official.
D. Establishment of Limits of Districts in which the Storage of Compressed Gases is Prohibited: The limits referred to in Chapter 53 of the California Fire Code in which the storage of compressed gases is prohibited, are hereby established as follows:
Storage of 16 gallons or more is prohibited in all areas of the City unless a permit is issued by the Fire Code Official.
E. Establishment of Limits of Districts in which the Storage of Stationary Tanks of Flammable Cryogenic Fluids is Prohibited: The limits referred to in Chapter 58 of the California Fire Code in which the storage of flammable cryogenic fluids in stationary containers is prohibited, are hereby established as follows: Storage is prohibited in all areas of the City unless a permit is issued by the Fire Code Official.
F. Establishment of Limits of Districts in which the Storage of Hazardous Materials is prohibited: The limits referred to in Chapter 50 of the California Fire Code in which the storage of hazardous materials is prohibited, are hereby established as follows:
Storage is prohibited in all areas of the City unless a permit is issued by the Fire Code Official.
15.36.080 Requirements for Wildland-Urban Interface Areas Chapter 49, California Fire Code 20192022, Requirements for Wildland-Urban Interface Areas, is amended by adding Section 4908 to read as follows:
Defensible Space for Structures and Roads
A. General. Persons owning, leasing, controlling, operating or maintaining buildings or structures in, upon or adjoining hazardous fire areas, and persons owning, leasing or controlling land adjacent to such buildings or structures, shall at all times:
1. Maintain an effective fuel break by removing and clearing away flammable vegetation and combustible material from areas within 150100 feet of buildings and structures;
Exception: Single specimen trees, ornamental shrubbery or similar plants used as ground covers, provided they do not form a means of rapidly transmitting fire from the native growth to any structure.
Agenda Item #8.1.
2. Remove portions of trees which extend within 10 feet of the outlet of a chimney;
3. Maintain trees adjacent to or overhanging a building free of deadwood; and
4. Maintain the roof of a structure free of leaves, needles or other dead vegetative growth.
4.5. Remove all limbs from trees up to no less than 6 feet from the ground.
B. Roadways. The Fire Code Official is authorized to cause areas within 10 feet on each side of portions of all roads, driveways and fire department access roads which are improved, designed or ordinarily used for vehicular traffic to be cleared of flammable vegetation and other combustible growth. The Fire Code Official is authorized to enter upon private property to do so.
Exception: Single specimens of trees, ornamental shrubbery or cultivated ground cover provided they do not form a means of readily transmitting fire.
C. Corrective Actions. The Fire Code Official is authorized to give notice to the owner of the property upon which conditions regulated by this section exist to correct such conditions. If the owner fails to correct such conditions, the Fire Code Official is authorized to cause the same to be done and make the expense of such correction a lien upon the property where such condition exists.
15.36.090 Fire Flow Requirements for Building
Section 507 Fire Protection Water Supplies
507.1 Required Water Supply. An approved water supply capable of supplying the required fire flow for fire protection of portions of buildings that are hereafter constructed or moved onto or within the jurisdiction. Such water supply shall be connected to the Municipal Water Supply if available within 1,000 ft. of the subject property.
A. Section B105.1 Fire-Flow Requirements for Buildings, California Fire Code 2019, Appendix B is amended to include to read as follows:
1. One and Two-Family Dwellings Under 2500 Square Feet and not served by a Public Water System, the minimum water storage shall be 5,000 gallons of capacity dedicated for fire protection.
Exception: A reduction in fire flow of 50% is allowed when the building is protected with an approved automatic fire sprinkler system.
Agenda Item #8.1.
2. One and Two-Family Dwellings Over 2500 Square Feet and Not Served by a Public Water System. The minimum water storage shall be in accordance with Table B105.1 of Appendix B.
15.36.100 Fire Apparatus Access Roads
A. Section D103.2 Grade, California Fire Code 2019, Appendix D is amended to read as follows:
Fire apparatus access roads shall not exceed 16% in grade.
Exception: Lots of record established prior to January 1, 2014 the grade shall not exceed 20%. All grades exceeding 10% shall be AC pavement; all grades exceeding 16% shall be Portland cement scored concrete.
B. Section D103, Figure D103.1, California Fire Code 2019, Appendix D is amended to include the following drawings in the City of St. Helena Street, Storm Drain & Sidewalk Standards:
Drawings: 1, 1.1R, 1.2R, 2, 2R, 3, 3.1, 3.2, 3.3, 3.4, 4, 5, 6, 7, 8, & 9.
C. Section D103.5 Fire Apparatus access road gates, California Fire Code 2019 Appendix B is amended to read as follows:
Gates securing the fire apparatus access roads or private driveways shall comply with the following:
1. The minimum gate width shall be 16 feet for residential or 20 feet for commercial occupancies.
2. Gates shall be of the swinging or sliding type.
3. Construction of gates shall be of materials that allow manual operation by one person.
4. Gate components shall be maintained in an operative condition at all times and replaced or repaired when defective.
5. Electric gates shall be equipped with a means of opening the gate by fire personnel for emergency access. An approved key system will be installed approved by the Fire Code Official.
6. Manual opening gates shall not be locked with a padlock or chain unless they are capable of being opened by means of forcible entry tools or when the key box containing the key(s) to the lock is installed at the gate location.
Agenda Item #8.1.
7. All locking devices shall be approved by the Fire Code Official.
8. Electric gate operators, where provided, shall be listed in accordance with UL 325.
9. Gates intended for automatic operation shall be designed, constructed and installed to comply with requirements of ASTM F 2200.
10. Gates shall comply with Section 17.124.070 c. of the St. Helena Municipal Code To avoid congestion at the entrance of a property from the street or access drive, no on-site parking space or gate shall be allowed within the initial thirty (30) feet of the edge of pavement of the access drive, drive aisle or property line, including residential driveways or location as determined by the Public Works Director in conjunction with the Fire Code Official.
D. Section D107.1 One or two-family dwelling residential developments, California Fire Code 2019, Appendix B is amended to read as follows:
Developments of one, two-family or multi- family dwellings where the number of dwelling units exceeds thirty (30) shall be provided with two separate and approved fire apparatus access roads, and shall meet the requirements of Section D104.3.
E. Gated entrances.
Gates on driveways.
Gates may be installed on driveways provided they comply with the following standards:
1. All gated entrances must be issued a building permit before construction begins, each gate entrance shall be at least two (2) feet wider than the width of the traveled way serving the gate and a minimum width of sixteen (16) feet unobstructed horizontal clearance and unobstructed vertical clearance of fourteen (14) feet.
2. All gates providing access from a road to a driveway shall be located at least thirty (30) feet from the roadway edge and shall open away from the roadway or be of the sliding type and shall meet all above operational requirements specified for apparatus access gates. (Ord.).
Final Inspection.
Agenda Item #8.1.
As a condition precedent to the granting of a Building Permit, the applicant must demonstrate that the Gate Entrance requirements as set forth in Chapter 17.124.070 of the Municipal Code, can be met and constructed to meet the requirements set forth herein. As a condition precedent to the granting of a “Final Inspection,” the applicant must demonstrate that the gate entrance is constructed in a manner that meets these standards.
3. Replacement Dwellings. In cases where Building Permits are for replacement dwellings or additions to existing dwelling units and increased use is not anticipated, these requirements may be waived by the authority having jurisdiction (AHJ).
4.Existing Gates. In cases where a gated access is already existing and the alteration or removal of the existing gated entrance cannot be designed and installed to meet these requirements due to topographic or geologic conditions, upon request by the applicant or his/her authorized representative, exceptions to the standards within this subsection may be allowed by the authority having jurisdiction (AHJ), where the exception provides for the same overall practical effect as these regulations towards providing a safe area for occupants or users of the property and for emergency vehicles to park while trying to gain gate access to the applicants parcel.
Exceptions. Request for an exception shall be made in writing to the authority having Jurisdiction (AHJ) by the applicant or the applicant’s authorized representative. The request shall state the specific section(s) for which an exception is requested, material facts supporting the contention of the applicant, the details of the exception, and a map showing the proposed location and citing of the exception or alternative measures.
5. Historic or significant architectural existing gates, may be replaced with materials of like quality to restore these gated entrances to their original historic specifications.
No modifications or upgrades to the original specifications will be allow for the Historic gated entrance to avoid compliance with Sec. 15.36.100 of the St. Helena Fire Code and Sec. 17.124.070 of the St. Helena Municipal Code.
15.36.110 Modifications.
The City Manager, the Fire Chief and the Fire Code Official shall act as a committee and shall have power to modify any of the provisions of the California Fire Code upon application in writing by the owner or lessee, or his or her duly authorized agent, when there are practical difficulties in the way of carrying out the strict letter of the fire code, provided that the spirit of the fire code shall be observed, public safety secured, and substantial justice done. The particulars of such modification when granted or allowed and the decision of the committee thereon shall be entered upon the records of the department and a signed copy shall be furnished the applicant. (Prior code § 5A.20)
15.36.120 Appeals.
Whenever the Chief of the Fire Department shall disapprove an application or refuse to grant a permit applied for, or when it is claimed that the provisions of this fire code do not apply or that the true intent and meaning of the fire code have been misconstrued or wrongly interpreted, the applicant may appeal from the decision of the Chief of the Fire Agenda Item #8.1.
Department to the board of appeals within thirty (30) days from the date of the decision appealed. (Prior code § 5A.21)
Agenda Item #8.1.
CITY OF ST. HELENA
ORDINANCE NO.
AMENDING TITLE 15 OF THE ST. HELENA MUNICIPAL CODE TO REVISE CHAPTERS 15.04 THROUGH 15.24 AND 15.28 THROUGH 15.55, INCLUSIVE, TO ADOPT BY REFERENCE THE 2022 EDITION OF THE CALIFORNIA BUILDING STANDARDS CODE (CALIFORNIA CODE OF REGULATIONS TITLE 24, PARTS 1, 2, 2.5, 3, 4, 5, 6, 8, 9, 10, 11, AND 12, INCLUDING APPENDICES IDENTIFIED
HEREIN), INCLUDING LOCAL AMENDMENTS TO THE CALIFORNIA BUILDING STANDARDS CODE SPECIFIC TO THE CITY OF ST. HELENA
The City Council of the City of St. Helena does hereby ordain as follows:
SECTION 1: Findings. The City Council finds as follows:
A. The California Building Standards Commission (“Commission”) adopts a comprehensive update to the California Building Standards Code (codified as Title 24 of the California Code of Regulations) every three years.
B. The Commission completed the adoption of the 2022 update to the California Building Standards Code and made those updates available to the public by July 1, 2022.
C. The 2022 Code takes effect in all jurisdictions on January 1, 2023, pursuant to California Health and Safety Code Section 17958, and pursuant to the 2022 Code Part 2 (the “2022 California Building Code”), Appendix Chapter 1, Section 101.4.
D. The City is authorized pursuant to Health and Safety Code Sections 17958.7 and 18941.5 and California Government Code Section 50022.2 to adopt amendments to the 2022 Code in order to incorporate appendices, address unique administrative requirements of the City, and in order to modify building standards to the extent that the modifications are reasonably necessary because of local climatic, geological, or topographical conditions.
E. The City has previously adopted local amendments to previous versions of the California Building Standards Code, and codified those local amendments in Title 15 of the St. Helena Municipal Code.
F. On October 25, 2022, the City Council held the first reading of an ordinance to Amend Title 15 of the St. Helena Municipal Code to adopt and amend the 2022 California Building Standards Code (Title 24 of the California Code of Regulations), including the local amendments specific to the City of St. Helena (the “Ordinance”).
G. On October 25, 2022, the City Council held a duly noticed public hearing to consider the Ordinance making findings and determinations that modifications to the California Building Standards Code and Fire Code are reasonably necessary to Agenda Item #8.1.
address unique administrative requirements of the City and because of local climatic, geological, or topographical conditions.
H. The City Council finds that it is to the benefit of the City of St. Helena to adopt the 2022 Code, as amended by this Ordinance, because it provides minimum standards to safeguard life or limb, health, property, and public welfare by regulating and controlling the design, construction, quality of materials, use and occupancy, location, and maintenance of all buildings and structures within the City.
SECTION 2: Compliance with CEQA. The City Council hereby finds that the action to adopt this Ordinance to amend Title 15 of the St. Helena Municipal Code is exempt from the provisions of the California Environmental Quality Act (Public Resources Code Section 21000, et seq.) (CEQA) because the action is exempt from environmental review pursuant to CEQA Guidelines Section 15061(b)(3). The activity is covered by the “general rule” which exempts activities that can be seen with certainty to have no possibility for causing a significant effect on the environment. The Ordinance introduces standards to regulate certain behavior to protect the health, safety, and public welfare, and does not authorize activities or development that could potentially have a physical impact on the environment. Buildings and development projects that are subject to CEQA are reviewed individually prior to issuance of building permit. Accordingly, the City Council hereby finds that it can be seen with certainty that there is no possibility the adoption and implementation of this Ordinance may have a significant effect on the environment.
SECTION 3: Amendment of Title 15. Title 15 of the St. Helena Municipal Code is hereby amended to read in its entirety as shown on Exhibit A, attached hereto and incorporated herein by reference.
SECTION 4: Severability. The City Council hereby declares every section, paragraph, sentence, clause and phrase is severable. If any section, paragraph, sentence, clause or phrase of this ordinance is for any reason found to be invalid or unconstitutional, such invalidity, or unconstitutionality shall not affect the validity or constitutionality of the remaining sections, paragraphs, sentences, clauses or phrases.
SECTION 5: Inclusion in the St. Helena Municipal Code. It is the intention of the St.
Helena City Council that the text in Exhibit A of this ordinance be made a part of the St.
Helena Municipal Code and that the text may be renumbered or re-lettered and the word "Ordinance" may be changed to "Section," "Chapter," or such other appropriate word or phrase to accomplish this intention.
SECTION 6: Effective Date. This ordinance shall take effect and be in force 30 days after its adoption, and a summary of this ordinance shall be published once with the names of the members of the Council voting for and against the ordinance in the St.
Helena Star, a newspaper of general circulation published in the City of St. Helena.
Agenda Item #8.1.
THE FOREGOING ORDINANCE was introduced at a regular meeting of the St. Helena City Council on the 25th day of October 2022, and was adopted at a regular meeting of the St. Helena City Council on the 22ND day of November 2022, by the following vote:
Mayor Ellsworth: _____
Vice Mayor Dohring: _____
Councilmember Chouteau: _____
Councilmember Hall: _____
Councilmember Hardy: _____
APPROVED:
___________________________________
Geoff Ellsworth, Mayor
ATTEST:
CITY OF ST. HELENA
___________________________________
Cindy Tzafopoulos, City Clerk
I, CINDY TZAFOPOULOS, CITY CLERK of the City of St. Helena, California, do hereby certify that the foregoing Ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on the 25th day of October 2022. That thereafter said Ordinance was duly adopted and passed at a regular meeting of the City Council on the 8th day of November 2022, by the following vote:
Mayor Ellsworth: _____
Vice Mayor Dohring: _____
Councilmember Chouteau: _____
Councilmember Hall: _____
Councilmember Hardy: _____
Agenda Item #8.1.
Report to the City Council
Regular City Council - 25 Oct 2022
Agenda Section: OLD BUSINESS
Subject: Consideration and proposed approval of a resolution authorizing the Issuance and sale of general obligation bonds (the “2022 Bonds”) in an estimated principal amount of
$5,255,000 and a not-to-exceed amount of $6,000,000, and authorizing the execution of documents and the taking of other actions related thereto
CEQA
Determination:
Not a CEQA project
Prepared By: April Mitts, Assistant City Manager
Reviewed By: April Mitts, Assistant City Manager
Approved By: Anil Comelo, City Manager
BACKGROUND
As discussed at prior public meetings of the City Council, including January 24, 2022 and January 31, 2022, the City has approximately $19,150,000 of critical infrastructure projects for its utility systems that need funding sources and a potential general obligation bond measure was discussed in detail. A general obligation bond measure authorizes the City to levy an ad valorem property tax on taxable property in the City to generate funds sufficient to pay the debt service on bonds issued for the projects. Various approvals were necessary before the City could issue a general obligation bond.
On February 8, 2022, the City Council adopted, by a two-thirds vote of all its members, Resolution No. 2022-11, determining the necessity to incur bonded indebtedness to finance municipal improvement projects of the City.
On February 22, 2022, the City Council adopted, by a two-thirds vote of all its members, Ordinance No. 2022-3, ordering the submission to the voters of the City a proposition authorizing bonded indebtedness.
Agenda Item #9.1.
On June 7, 2022, an election was duly and regularly held in the City on the general obligation bond measure, known as Measure H (the “Bond Measure”).
At the election, more than two-thirds of the electors voting on the Bond Measure voted in favor of the Bond Measure, authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $19,150,000 for the purpose of providing funds for the purposes specified in the Bond Measure.
DISCUSSION
At the time of the election, it was contemplated that three separate series of 30-year bonds would be issued approximately three years apart beginning in fiscal year 2023.
This timing makes it so bond proceeds would be available as needed for projects and to minimize the tax impact to taxpayers.
As shown in the materials presented to the City Council on January 31, 2022, given current interest rates (plus a buffer for future uncertainty), issuance of $19,150,000 of bonds would ultimately result in an average ad valorem tax rate of approximately $14.82 per $100,000 of assessed valuation and an estimated maximum tax rate of $25.87 per $100,000 of assessed valuation.
The tax rate for calculating the ad valorem property tax component billed for the repayment of all general obligation bonds is set by the County Auditor-Controller’s office in late July or early August for the coming tax year. In general, the tax rate is based on three factors: 1) the amount of bonds issued, 2) the interest rates when each series of bonds are issued, and 3) changes over time in assessed valuation of all taxable property in the City. In addition, when setting the tax rate, the Auditor-Controller takes into consideration the amount of funds on deposit in the Debt Service Fund, where the ad valorem taxes collected are deposited. Since this first series of bonds are being sold after the cutoff date for the roll for tax year 2023, the 2022 Bonds will include enough funds to not only pay for the costs to issue the 2022 Bonds (the costs of issuance and the underwriter’s discount) but also fund interest on the 2022 Bonds until the debt service can be placed on the roll for tax year 2024.
Currently it is anticipated that the 2022 Bonds shall be sold via public offering in a competitive sale pursuant to the Official Notice of Sale, a copy of which is included as an attachment to this staff report. However, if a City Representative, working in consultation with the City’s Municipal Advisor, determines it would be more advantageous to the City for the 2022 Bonds to be sold via a public offering in a negotiated sale or via a private placement sale, the 2022 Bonds shall be sold in that manner.
The team working on the 2022 Bonds consists of Jones Hall as both Bond Counsel and Disclosure Counsel, Del Rio Advisors, LLC as Municipal Advisor and U.S. Bank Trust Company, National Association as Paying Agent, collectively the “Financing Team”. The Financing Team has applied for a rating from Standard & Poor’s Corporation. Staff and the Financing Team met with S&P on October 6, 2022 to answer detailed questions about the credit and the City’s economics. The rating will be released during the week of Agenda Item #9.1.
October 17, 2022, and is anticipated to be shared with the City Council tonight. Should the City Council approve the action tonight, the competitive sale is scheduled for November 15, 2022 and the bonds are expected to close and proceeds delivered on November 30, 2022.
Should the City proceed with the competitive sale method, the principal amount of bonds will be equal to $5,255,000. However, should market conditions require a negotiated or private sale, market conditions may warrant the individual maturities be sold at par or at a discount, meaning more bonds may be issued that will still net $5,255,000 for projects.
The not-to-exceed amount of $6,000,000 is set to leave room for that possibility.
Documents for Review and Approval
(1) Resolution of Issuance (Exhibit 1): A document that provides the authorization by the City Council to move forward on the sale of the 2022 Bonds. This document governs all the terms and conditions of the 2022 Bonds including the role of U.S. Bank Trust Company, National Association as the Paying Agent, the principal payments along with the interest rates on the individual maturities, the redemption provisions of the 2022 Bonds, establishes the funds and accounts for the 2022 Bonds including the Debt Service Fund, establishes the City obligations for continuing disclosure reporting, arbitrage rebate and annual CDIAC reporting, and remedies for bondholders in an event of default. (2) Official Notice of Sale (Exhibit 2): This document is used in conjunction with a competitive public offering which establishes the date and time of the competitive sale and describes all the terms and conditions of the sale to prospective purchasers. (3) Official Statement (Exhibit 3): The Official Statement is the primary document used by the Underwriter to market the 2022 Bonds to investors. The official statement describes the 2022 Bonds in detail and all the information used by investors to make an informed purchase decision. The official statement in the preliminary form presented is deemed final pursuant to Rule 15c-2-12 under the Securities Exchange Act of 1934. The Resolution permits staff to make updates as needed for a final version, which will primarily be to reflect actual interest rates when they are finally determined, and the final version will be made publicly available. The Continuing Disclosure Agreement, included as an attachment to the Official Statement, describes covenants of the Authority to provide required ongoing disclosure to investors in the form of an annual report due by the end of March each year and posted to the electronic platform known as the Electronic Municipal Market Access system (“EMMA”). In addition, from time-to-time, the City covenants to provide notices of material events as listed in the Agreement.
Estimated Costs of Issuance
Table 1 shows the estimated budget of the proposed costs of issuance for the 2022 Bonds.
Agenda Item #9.1.
Table 1
Role Company Total
Bond Counsel Jones Hall $60,000.00
Bond Counsel Expenses(NTE) Jones Hall $1,500.00
Disclosure Counsel Jones Hall $40,000.00
Municipal Advisor Del Rio Advisors LLC $42,500.00
Municipal Advisor (Competitive
Sale) Del Rio Advisors LLC $5,000.00
Municipal Advisor Expenses
(NTE) Del Rio Advisors LLC $750.00
Rating Fee Standard & Poor's Corporation $16,250.00
Paying Agent (Acceptance Fee) U.S. Bank $500.00
Paying Agent (Annual Fee) U.S. Bank $750.00
Paying Agent (Cost of Issuance) U.S. Bank $600.00
Printing of Official Statement TBD $7,500.00
Continuing Disclosure Review DAC $1,500.00
Notice of Intent Publication Bond Buyer $1,500.00
CUSIP Service Bureau Del Rio Advisors LLC $1,500.00
Rounding
Adjustment/Miscellaneous Miscellaneous $5,150.00
Total Estimated Costs $185,000.00
In addition, the underwriter that purchases the 2022 Bonds in the competitive sale will propose an underwriter’s discount as their compensation for underwriting (purchasing) the 2022 Bonds. This amount will not exceed 1.00% of the principal amount of the 2022 Bonds or $52,550.
FISCAL IMPACT
Table 2 provides the latest estimates for the 2022 Bonds assuming current market conditions as of September 30, 2022.
Table 2
Estimated Principal Amount $5,255,000.00
Estimated Project Fund $5,255,000.00
Estimated Fixed Costs of Issuance (Table
1) $185,000.00
Estimated Underwriter's Discount $52,550.00
Total Interest $5,135,529.03
Total Debt Service $10,390,529.03
"All-In" TIC 4.77581%
Estimated Average Tax Tate $5.17
Extimated Maximum Tax Rate $11.10
Agenda Item #9.1.
RECOMMENDED ACTION
Staff recommends the City Council approve the Resolution authorizing the issuance and sale of the 2022 Bonds in an estimated principal amount of $5,255,000 and a not-toexceed amount of $6,000,000, and authorizing the execution of documents and the taking of other actions related thereto
ATTACHMENTS
Exhibit 1 - Reso Authorizing Issuance (St. Helena GOs) final Exhibit 2 Notice of Sale St. Helena 2022 General Obligation Bonds Exhibit 3 - Official Statement (Preliminary) - City of St. Helena (2022 GOBs) Exhibit 4 - Good Faith Estimates
Agenda Item #9.1.
Jones Hall Draft of October 14, 2022
CITY OF ST. HELENA
RESOLUTION NO. 2022-____
Resolution: authorizing the issuance and sale of general obligation bonds in an aggregate principal amount not to exceed $6,000,000, and authorizing the execution of documents and the taking of other actions related thereto
RECITALS
WHEREAS, on February 8, 2022, the City Council adopted, by a two-thirds vote of all its members, Resolution No. 2022-11, determining the necessity to incur a bonded indebtedness to finance municipal improvement projects of the City; and WHEREAS, on February 22, 2022, the City Council adopted, by a two-thirds vote of all its members, Ordinance No. 2022-3, ordering the submission to the voters of the City a proposition authorizing bonded indebtedness; and WHEREAS, on June 7, 2022, an election was duly and regularly held in the City on the general obligation bond measure, known as Measure H (the “Bond Measure”), and the abbreviated form of the Bond Measure was:
“St. Helena Water Service Protection. To protect local water quality/supply, improve drought resilience by: repairing/replacing St. Helena’s 1940s-era drinking water system, including pipes, aging/deteriorating drinking water, stormwater and sewage infrastructure; keeping sewage, pollution, trash, chemicals from local rivers, creeks and streams; protecting safe, sustainable, local water sources; shall City of St. Helena’s measure authorizing $19,150,000 in bonds, levying approximately $14.82 per $100,000 of assessed value, raising about $1.2 million annually while bonds are outstanding, requiring citizen oversight, be adopted?”; and WHEREAS, at the election, more than two-thirds of the electors voting on the Bond Measure voted in favor of the Bond Measure, authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $19,150,000 for the purpose of providing funds for the purposes specified in the Bond Measure; and WHEREAS, the City Council wishes at this time to authorize the issuance and sale of a series of general obligation bonds in the aggregate principal amount of not to exceed $6,000,000 (the “Bonds”) pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Bond Law”) and this Resolution; and
WHEREAS, the information required to be obtained and disclosed by the City Council related to the Bonds by Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and
Agenda Item #9.1.
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WHEREAS, the City Council previously approved a debt management policy in accordance with Government Code Section 8855, and the delivery of the Bonds will be in compliance with said policy;
RESOLUTION
The City Council of the City of St. Helena hereby resolves as follows:
ARTICLE I
DEFINITIONS; AUTHORITY
SECTION 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings given them below, unless the context clearly requires some other meaning. “Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, and (b) any other attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bondowner” or “Owner,” whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books.
“Bond Law” means Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53506 of said Code.
“Bond Measure” means Measure H submitted to and approved by more than the requisite 2/3 of voters in the City on June 7, 2022, under which the issuance of the Bonds has been authorized.
“Bonds” means the bonds designated as the “City of St. Helena (County of Napa, California) 2022 General Obligation Bonds,” or similar designation, authorized to be issued under this Resolution in the aggregate principal amount of not to exceed $____________.
“City” means the City of St. Helena, a general law city and municipal corporation organized under the Constitution and laws of the State of California, and any successor thereto.
“City Representative” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director and any other officer of the City authorized by resolution of the City Council to act on behalf of the City with respect to this Resolution and the Bonds.
“Closing Date” means the date upon which there is a delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
Agenda Item #9.1.
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“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate or similar disclosure document related to the Bonds to be executed and delivered by a City Representative on the Closing Date.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to the costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Paying Agent and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for the preparation, execution and safekeeping of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds.
“County” means the County of Napa, a political subdivision of the State of California, duly organized and existing under the Constitution and laws of the State of California.
“Debt Service Fund” means the account established and held by the City under Section 4.03.
“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under Section 2.09.
“Depository System Participant” means any participant in the Depository’s bookentry system. “DTC” means The Depository Trust Company, and its successors and assigns. “Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America. “Interest Payment Date” means March 1, 2023, and each succeeding September 1 and March 1 while the Bonds are Outstanding, or such other dates determined by a City Representative in connection with the pricing of the Bonds. “Official Notice of Sale” means the Official Notice of Sale, including any amendment or supplement thereto, related to the Bonds.
“Original Purchaser” means the original purchaser of the Bonds from the City, in accordance with Section 3.01.
“Outstanding,” when used as of any particular time with reference to Bonds, means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.02; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under this Resolution.
Agenda Item #9.1.
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“Paying Agent” means U.S. Bank Trust Company, National Association, as the initial paying agent, registrar and authenticating agent for the Bonds, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 6.01.
“Principal Office” means the office or offices of the Paying Agent for the payment of the Bonds, as such office or offices shall be identified in a written notice filed with the City by the Paying Agent.
“Project Fund” means the fund established and held by the County under Section
4.02. “Record Date” means the 15th day of the month preceding an Interest Payment Date, whether or not such day is a business day.
“Registration Books” means the records maintained by the Paying Agent for the registration of ownership and registration of transfer of the Bonds under Section 2.08. “Resolution” means this Resolution, as originally adopted by the City Council, and including all amendments hereto and supplements hereof which are duly adopted by the City Council from time to time in accordance herewith. “Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate.
“Supplemental Resolution” means any resolution supplemental to or amendatory of this Resolution, adopted by the City Council in accordance with Article VIII. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable, temporary and final regulations promulgated, and applicable official public guidance published, under said Code.
“Written Request of the City” means an instrument in writing signed by a City Representative or by any other officer of the City duly authorized to act on behalf of the City under a written certificate of a City Representative.
SECTION 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
Agenda Item #9.1.
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(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof.
SECTION 1.03. Authority for this Resolution; Findings. This Resolution is entered into under the provisions of the Bond Law. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of the Bonds do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of the Bonds, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California.
ARTICLE II
THE BONDS
SECTION 2.01. Authorization. Bonds in the aggregate original principal amount of not to exceed $6,000,000 are hereby authorized by the City to be issued by the City under and subject to the terms of the Bond Law and this Resolution, for the purpose of raising money to finance the acquisition and improvement of City facilities, as provided in the Bond Measure, and to pay costs of issuance and capitalized interest related thereto.
This Resolution constitutes a continuing agreement between the City and the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal of and interest and redemption premium, if any, on all Bonds which may be Outstanding hereunder, subject to the covenants, agreements, provisions and conditions herein contained.
SECTION 2.02. Terms of Bonds.
(a) Principal Amount of Bonds. The Bonds are authorized to be issued in the aggregate principal amount of not to exceed $6,000,000. (b) Form; Numbering. The Bonds will be issued in fully registered form, without coupons, in authorized denominations of $5,000 each or any integral multiple thereof.
The Bonds will be lettered and numbered as the Paying Agent prescribes. (c) Date of Bonds. The Bonds will be dated as of the Closing Date. (d) CUSIP Identification Numbers. Unless the Bonds are sold via private placement, “CUSIP” identification numbers will be imprinted on the Bonds, but such numbers do not constitute a part of the contract evidenced by the Bonds and no error or omission with respect thereto will constitute cause for refusal of the Original Purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City to use such CUSIP numbers in any notice to Owners of the Bonds will not constitute an event of default or any violation of the City’s contract with such Owners and will not impair the effectiveness of any such notice.
(e) Determination of Maturities and Interest Rates. The Bonds shall mature (or, alternatively, be subject to mandatory sinking fund redemption as hereinafter provided) Agenda Item #9.1.
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on September 1 in each year, or such other date as determined upon the sale thereof via public offering or private sale in accordance with Section 3.01. The exact principal amount of the Bonds maturing on September 1 in each year shall be determined upon the sale of the Bonds.
Each Bond will bear interest at the respective rates to be determined upon the sale of the Bonds in accordance with Article III. Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless:
• a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date,
• a Bond is authenticated prior to an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date,
• a Bond is authenticated on or before the first Record Date, in which event it shall bear interest from the Closing Date, or
• at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
(f) Manner of Payment. Interest on the Bonds (including the final interest payment upon maturity) is payable by check of the Paying Agent mailed to the Owner thereof at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Bonds shall be paid by wire transfer on the succeeding Interest Payment Date to an account in the United States of America as shall be specified in such written request. Principal of and redemption premium (if any) on the Bonds is payable in lawful money of the United States of America upon presentation and surrender at the Principal Office of the Paying Agent.
(g) Provisions of Bond Sale Documents to Control. Notwithstanding the foregoing provisions of this Section and the following provisions of Section 2.03, any of the terms of the Bonds may be established or modified in connection with the final pricing of the Bonds via public offering or private sale pursuant to Section 3.01. In the event of a conflict or inconsistency between this Resolution and the official notice of sale, term sheet or similar document pursuant to which the final pricing terms of the Bonds are set, the latter will be controlling.
SECTION 2.03. Redemption.
(a) Optional Redemption. The Bonds shall be subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on the dates and upon payment of a redemption price (equal to the principal amount of Agenda Item #9.1.
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Bonds to be redeemed together with a redemption premium, if any) as determined upon the sale of the Bonds via public offering or private sale pursuant to Section 3.01. (b) Mandatory Sinking Fund Redemption. If and to the extent specified in the official notice of sale, term sheet or similar document pursuant to which the final pricing terms of the Bonds are set, any maturities of the Bonds designated as “Term Bonds” shall be subject to mandatory sinking fund redemption on September 1 in each of the years and in the respective principal amounts set forth in such agreement, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, in each case without premium, together with interest accrued thereon to the redemption date. If some but not all of the Term Bonds have been redeemed under the preceding subsection (a) of this Section, the aggregate principal amount of Term Bonds to be redeemed in each year under this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as designated in written notice filed by the City with the Paying Agent.
(c) Selection of Bonds for Redemption. Whenever less than all of the Outstanding Bonds of any one maturity are designated for redemption, the Paying Agent shall select the Outstanding Bonds of such maturity to be redeemed by lot in any manner deemed fair by the Paying Agent. For purposes of such selection, each Bond shall be deemed to consist of individual Bonds of $5,000 denominations which may be separately redeemed.
(d) Redemption Procedure. The Paying Agent shall cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, (i) to the Securities Depositories and the Electronic Municipal Market Access (EMMA) of the Municipal Securities Rulemaking Board, and (ii) to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books. Such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of Bonds. The City is entitled to send a redemption notice that declares that the redemption is conditional upon the availability of moneys to accomplish the redemption, and the City may rescind any notice of optional redemption of the Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this section. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent shall have no liability to the Owners or any other party related to or arising from such rescission.
Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the serial numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.
Agenda Item #9.1.
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Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity and interest rate, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and redemption premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. The Paying Agent shall cancel all Bonds redeemed under this Section 2.03, and shall submit to the City a certificate of cancellation.
SECTION 2.04. Form of Bonds. The form of the Bonds, including the form of the Paying Agent’s Certificate of Authentication and the Form of Assignment to appear thereon, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution, are set forth in Appendix A attached hereto.
SECTION 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Mayor and City Clerk, or officials acting in those roles, who are in office on the date of adoption of this Resolution or at any time thereafter. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Original Purchaser, such signature will nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Original Purchaser. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond are the proper officers of the City although at the nominal date of such Bond any such person does not serve as such officer of the City.
Only those Bonds bearing a Certificate of Authentication in the form set forth in Appendix A attached hereto, executed and dated by the Paying Agent, will be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such Certificate of Authentication of the Paying Agent constitutes conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution.
SECTION 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed.
The City may charge a reasonable sum for each new Bond issued upon any transfer.
Whenever any Bond or Bonds is surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount of the same maturity and interest rate.
SECTION 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized Agenda Item #9.1.
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denominations and of the same maturity and interest rate. The City may charge a reasonable sum for each new Bond issued upon any exchange.
SECTION 2.08. Registration Books. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein before provided.
SECTION 2.09. Book-Entry System. Except as provided below or in the event of the Bonds are sold via private placement, DTC will be the Owner of all of the Bonds, and the Bonds will be registered in the name of Cede & Co. as nominee for DTC. The Bonds shall be initially executed and delivered in the form of a single fully registered Bond for each maturity date of the Bonds in the full aggregate principal amount of the Bonds maturing on such date. The Paying Agent and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for all purposes of this Resolution, and neither the Paying Agent nor the City shall be affected by any notice to the contrary. The Paying Agent and the City shall not have any responsibility or obligation to any Depository System Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or a Depository System Participant, or any other person which is not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Depository System Participant or the payment by DTC or any Depository System Participant of any amount in respect of the principal or interest with respect to the Bonds.
The City shall cause to be paid all principal and interest with respect to the Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal and interest with respect to the Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Bond. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term “Cede & Co.” in this Resolution shall refer to such new nominee of DTC.
If the City determines that it is in the best interest of the beneficial owners that they be able to obtain Bonds and delivers a written certificate to DTC to that effect, DTC shall notify the Depository System Participants of the availability through DTC of Bonds.
In such event, the City shall issue, transfer and exchange Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Bonds as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Bonds to any Depository System Participant having Bonds credited to its DTC account or (b) arrange for another securities depository or its agent to maintain custody of certificates evidencing the Bonds.
Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments Agenda Item #9.1.
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with respect to the principal and interest with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Bonds.
SECTION 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond becomes mutilated the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity, interest rate and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. The Paying Agent shall cancel every mutilated Bond so surrendered to it. If any Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence is satisfactory to the City and the City receives satisfactory indemnity, the City, at the expense of the Owner, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity, interest rate and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen.
The City may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the City and the Paying Agent. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original additional contractual obligation of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and such Bond will be equally and proportionately entitled to the benefits of this Resolution with all other Bonds issued under this Resolution.
Notwithstanding any other provision of this Section 2.10, in lieu of delivering a new Bond for which principal has or is about to become due for a Bond which has been mutilated, lost, destroyed or stolen, the Paying Agent may make payment of such Bond in accordance with its terms.
Agenda Item #9.1.
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ARTICLE III
SALE OF BONDS
SECTION 3.01. Sale of Bonds. Pursuant to Section 53508.7 of the California Government Code, the Bonds shall be sold via public offering in a competitive sale pursuant to the Official Notice of Sale in substantially the form on file with the City Clerk, with such changes therein, deletions therefrom and modifications thereto as a City Representative may approve, such approval to be conclusively evidenced by the posting of the Official Notice of Sale; provided, however, that if a City Representative, working in consultation with the City’s municipal advisor, determines it would be more advantageous to the City for the Bonds to be sold via a public offering in a negotiated sale or via a private placement sale, the Bonds shall be sold in that manner; provided, further, however, that whether the Bonds are sold via public offering or private placement sale, the Bonds shall contain the following terms:
(i) the Bonds shall bear a rate of interest of not to exceed 12.00% per annum and the final maturity shall not exceed 40 years; and (ii) the Original Purchaser’s discount (or placement agent’s fee) shall not exceed 1.00% of the principal amount of the Bonds.
In accordance with Sections 53508.7 and 53508.9 of the California Government Code, the Bonds may be sold via negotiated sale for the following reasons: (a) a negotiated sale provides more flexibility to choose the time and date of the sale, which is often advantageous in the municipal bond market; and (b) a negotiated sale provides time for underwriters to educate potential investors about the City and the Bonds with the goal of maximizing investor orders and reducing interest cost on the day of Bond pricing. The Bond Counsel for the sale shall be Jones Hall, A Professional Law Corporation, and the municipal advisor for the sale shall be Del Rio Advisors, LLC. If a negotiated sale of the Bonds is chosen by a City Representative, the identity of the bond underwriter shall be disclosed at the public meeting of the City Council first occurring after the underwriter has been selected. Estimated costs associated with the issuance of the Bonds are set forth in the staff report accompanying this Resolution and incorporated herein.
Subject to the foregoing, the City Council hereby authorizes a City Representative to execute and deliver a term sheet, bond purchase agreement, and/or any other documents necessary or conducive to the chosen method of sale in the name, and on behalf, of the City.
As required pursuant to Section 53509.5 of the California Government Code, after the sale of the Bonds, the City Council will present actual cost information of the sale at its next scheduled public meeting and submit an itemized summary of the costs of the Bond sale to the California Debt and Investment Advisory Commission (CDIAC).
SECTION 3.02. Official Statement. The City Council hereby approves and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”), the Preliminary Official Statement describing the Bonds in substantially the form on file with the City Clerk. A City Representative is hereby authorized to execute an appropriate certificate stating the City Council’s determination that the Preliminary Agenda Item #9.1.
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Official Statement has been deemed final within the meaning of such Rule. Distribution of the Preliminary Official Statement in connection with the sale of the Bonds is hereby approved. Each City Representative is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by a City Representative shall be conclusive evidence of the approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement. The final Official Statement shall be executed in the name and on behalf of the City by a City Representative.
SECTION 3.03. Payment of Costs of Issuance. The City Council hereby authorizes a City Representative to execute on behalf of the City a costs of issuance custodian agreement or similar agreement with a custodian, which may be the Paying Agent, for the payment of costs of issuance of the Bonds. As provided in said agreement, amounts provided for payment of the costs of issuing the Bonds shall be deposited thereunder and the payment of costs shall be requisitioned by a City Representative in accordance with said agreement.
SECTION 3.04. Paying Agency Agreement. The City Council hereby authorizes a City Representative to execute, on behalf of the City, a paying agency agreement or similar agreement with the Paying Agent regarding its services related to the Bonds.
Section 3.05. Professional Services. The City Council hereby approves and confirms the engagement of Del Rio Advisors, LLC, to act as the City’s municipal advisor in connection with the issuance and sale of the Bonds, A. M. Peché & Associates LLC as subconsultant to the municipal advisor, Jones Hall, A Professional Law Corporation, to act as the City’s bond counsel and disclosure counsel in connection with the issuance of the Bonds, and U.S. Bank Trust Company, National Association, as Paying Agent.
ARTICLE IV
FUNDS AND ACCOUNTS
SECTION 4.01. Application of Proceeds of Sale of Bonds. On the Closing Date, the proceeds of sale of the Bonds shall be paid by the Original Purchaser to the City, and shall be applied on the Closing Date as follows: (a) the City shall cause to be transferred an amount required to pay the estimated Costs of Issuance to a custodian, to be held and administered in accordance with the agreement which is approved under Section 3.03; (b) after making the transfer described in the preceding clause (a), the City shall deposit in the Debt Service Fund an amount equal to the scheduled capitalized interest and any remaining original issue premium received by the City on the sale of the Bonds; and (c) the City shall deposit the remainder of such proceeds in the Project Fund.
SECTION 4.02. Project Fund. The City Council hereby establishes a special fund to be held by the City separate and apart from all other funds of the City, to be known as the Project Fund. The net proceeds from the sale of the Bonds, as described in Section
4.01(c), shall be deposited by the City in the Project Fund, and shall be expended by the City solely for the payment of the costs of acquisition or improvement of real property for which the Bond proceeds are authorized to be expended under the Bond Measure. All interest and other gain arising from the investment of amounts deposited to the Project Agenda Item #9.1.
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Fund shall be retained in the Project Fund and used for the purposes thereof. Any amounts remaining on deposit in the Project Fund and not needed for the purposes thereof shall be withdrawn from the Project Fund and transferred to the Debt Service Fund, to be applied to pay the principal of, interest and redemption premium (if any) on the Bonds.
SECTION 4.03. Debt Service Fund. The City Council hereby establishes a special fund to be held by the City separate and apart from all other funds of the City, to be known as the Debt Service Fund. The amount of Bond proceeds deposited to pay capitalized interest on the Bonds pursuant to Section 4.01(b) and all taxes levied by the County, as directed by the City herein, for the payment of the principal of and interest on the Bonds in accordance with Section 5.03 shall be deposited in the Debt Service Fund by the City promptly upon receipt thereof. The Debt Service Fund is hereby pledged for the payment of the principal of and interest on the Bonds when and as the same become due. The City shall transfer amounts in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as the same become due and payable, to the Paying Agent as required to pay the principal of and interest on the Bonds.
Alternatively, the City may in the future elect to direct the County to transfer the taxes levied for the Bonds, in whole or in part, directly to the Paying Agent for the purpose of making payments of principal of and interest on the Bonds.
If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its general fund, to be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law.
SECTION 4.04. Investments. The City shall invest all moneys held in any of the funds or accounts established with it hereunder in accordance with the investment policies of the City, as such policies shall exist at the time of investment, and in accordance with Section 53601 of the California Government Code.
The City covenants that all investments of amounts deposited in any fund or account created by or under this Resolution, or otherwise containing proceeds of the Bonds, shall be acquired and disposed of at the Fair Market Value thereof. For purposes of this Section, the term “Fair Market Value” shall mean, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, or (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt.
Agenda Item #9.1.
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ARTICLE V
OTHER COVENANTS OF THE CITY;
SECURITY FOR THE BONDS
SECTION 5.01. Punctual Payment. The City shall punctually pay, or cause to be paid, the principal of and interest on the Bonds, in strict conformity with the terms of the Bonds and of this Resolution, and shall faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and of the Bonds. Nothing herein contained prevents the City from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law.
SECTION 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner.
SECTION 5.03. Security for the Bonds. The Bonds are general obligations of the City and the City has the power, is obligated and hereby covenants to levy ad valorem taxes upon all property within the City subject to taxation by the City, without limitation of rate or amount, for the payment of the Bonds and the interest thereon, in accordance with the Bond Law and Section 43632 of the of the California Government Code.
Amounts in the general fund of the City are not pledged to the payment of the Bonds.
However, nothing herein limits the ability of the City to provide for payment of the principal of and interest on the Bonds from any source of legally available funds of the City. Any amounts so advanced by the City from legally available funds may be reimbursed from ad valorem property taxes subsequently collected under this Section
5.03. SECTION 5.04. 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 are made of all transactions relating to the Bonds. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Paying Agent and the Owners of not less than 10% in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing.
SECTION 5.05. Protection of Security and Rights of Bondowners. The City will preserve and protect the security of the Bonds and the rights of the Bondowners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the City, the City may not contest the authorization, issuance, sale or repayment of the Bonds.
SECTION 5.06. Tax Covenants.
(a) Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code.
Agenda Item #9.1.
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(b) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
(c) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code. (d) Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date. (e) Rebate of Excess Investment Earnings to United States. The City shall calculate or cause to be calculated excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, and shall pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, if and to the extent such Section 148(f) is applicable to the Bonds. Such payments shall be made by the City from any source of legally available funds of the City. The City shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Bonds, records of the determinations made under this subsection (e). In order to provide for the administration of this subsection (e), the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.
SECTION 5.07. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which a City Representative is hereby authorized and directed to execute and deliver on the Closing Date. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered a default by the City hereunder or under the Bonds; however, any Participating Underwriter (as such term is defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandamus or specific performance by court order. The City Council hereby authorizes a City Representative to execute and deliver the final form of the Continuing Disclosure Certificate in the name and on behalf of the City.
SECTION 5.08. CDIAC Annual Reporting. The City hereby covenants and agrees that it will comply with the provisions of California Government Code Section 8855 subdivision (k) with respect to annual reporting to the California Debt and Investment Advisory Commission. Said reporting will occur at the times and include the types of information as set forth therein. Notwithstanding any other provision of this Resolution, failure of the City to comply with said reporting does not constitute a default by the City hereunder or under the Bonds.
Agenda Item #9.1.
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SECTION 5.09. Further Assurances. The City 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 Resolution, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Resolution.
ARTICLE VI
THE PAYING AGENT
SECTION 6.01. Appointment of Paying Agent. U.S. Bank Trust Company, National Association is hereby appointed to act as Paying Agent for the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Resolution, and even during the continuance of an event of default with respect to the Bonds, no implied covenants or obligations shall be read into this Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a certificate to that effect.
The City may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, 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, under law or under the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 6.01 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.
The Paying Agent may at any time resign by giving written notice to the City and the Bondowners of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent becomes effective upon acceptance of appointment by the successor Paying Agent. If no successor Paying Agent has been appointed and accepted appointment within 60 days following giving notice of removal or notice of resignation as aforesaid, the resigning Paying Agent, at the expense of the City, or any Bondowner (on behalf of such Bondowner and all other Bondowners) may petition any federal or state court for the appointment of a successor Paying Agent, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Paying Agent. Any successor Paying Agent appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the City and to its predecessor Paying Agent a written acceptance thereof, and to the predecessor Paying Agent an instrument indemnifying the predecessor Paying Agent for any costs or claims arising during the time the successor Paying Agent serves as Paying Agent hereunder, and such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Paying Agent, with like effect as if originally named Paying Agent herein; but, nevertheless, upon the receipt by the predecessor Paying Agenda Item #9.1.
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Agent of a request of the City or the request of the successor Paying Agent, such predecessor Paying Agent shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Paying Agent all the right, title and interest of such predecessor Paying Agent in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Paying Agent any money or other property subject to the conditions herein set forth. Upon request of the successor Paying Agent, the City will execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Paying Agent all such moneys, estates, properties, rights, powers, duties and obligations. Upon acceptance of appointment by a successor Paying Agent as provided in this paragraph, the City will mail or cause the successor Paying Agent to mail, by first class mail postage prepaid, a notice of the succession of such Paying Agent to the duties hereunder to each rating agency which then maintains a rating on the Bonds and to the Bondowners at the addresses shown on the Registration Books. If the City fails to mail such notice within 15 days after acceptance of appointment by the successor Paying Agent, the successor Paying Agent shall cause such notice to be mailed at the expense of the City.
Any bank, national association, federal savings association, or trust company into which the Paying Agent may be merged or converted or with which it may be consolidated or any bank, national association, federal savings association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national association, federal savings association, or trust company to which the Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such bank, federal savings association, or trust company shall be eligible as described in this Section 6.01 shall be the successor to such Paying Agent, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.
SECTION 6.02. Paying Agent May Hold Bonds. The Paying Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent.
SECTION 6.03. Liability of Paying Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Resolution or of the Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful default.
In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Resolution.
The Paying Agent has no liability for any error of judgment made in good faith by a responsible officer of its corporate trust department in the absence of the negligence of the Paying Agent.
Agenda Item #9.1.
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No provision of this Resolution requires the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent is not responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
SECTION 6.04. Notice to Paying Agent. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be counsel to the City, 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 by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Resolution the Paying Agent deems 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 Paying Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate will be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable.
SECTION 6.05. Compensation; Indemnification. The City will pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The City further agrees to indemnify the Paying Agent against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith.
ARTICLE VII
REMEDIES OF BONDOWNERS
SECTION 7.01. Remedies of Bondowners. Upon the happening and continuation of any default by the City hereunder or under the Bonds, any Bondowner has the right, for the equal benefit and protection of all Bondowners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the City and its members, officers, agents or employees to perform each and every Agenda Item #9.1.
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term, provision and covenant contained in this Resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the City and the fulfillment of all duties imposed upon it;
(b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondowners’ rights; or
(c) by suit, action or proceeding in any court of competent jurisdiction, to require the City and its members and employees to account as if it and they were the trustees of an express trust.
SECTION 7.02. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Bonds is exclusive of any other remedy. Each remedy is cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Bondowners.
ARTICLE VIII
AMENDMENT OF THIS RESOLUTION
SECTION 8.01. Amendments Effective Without Consent of the Owners. For any one or more of the following purposes and at any time or from time to time, the City Council may by Supplemental Resolution amend this Resolution in whole or in part, without the consent of any of the Bondowners:
(a) to add to the covenants and agreements of the City in this Resolution, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Resolution as theretofore in effect;
(b) to confirm, as further assurance, any pledge under, and to subject to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution;
(c) to cure any ambiguity, supply any omission, substitute any party or cure or correct any defect or inconsistent provision in this Resolution, which in any event does not materially adversely affect the interests of the Bondowners, in the opinion of Bond Counsel filed with the City; or
(d) if applicable, to make such additions, deletions or modifications as may be necessary to assure compliance with the applicable provisions of the Tax Code relating to the rebate of excess investment earnings to the United States or otherwise as may be necessary to assure that the interest on the Bonds remains excludable from gross income of the Owners thereof for federal income tax purposes, in the opinion of Bond Counsel filed with the City.
Agenda Item #9.1.
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SECTION 8.02. Amendments Effective With Consent to 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 a majority in aggregate principal amount of the Bonds Outstanding at the time such consent is given. Without the consent of the Owners of all affected Bonds, no such modification or amendment may (a) change the maturity of the principal of any Bonds or any interest payable thereon, (b) reduce the principal amount of the Bonds or the rate of interest thereon, (c) reduce the percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, (d) change any of the provisions in Section 7.01 relating to a default by the City hereunder or under the Bonds, (e) reduce the amount of moneys pledged for the repayment of the Bonds. Without the consent of the Paying Agent, no such modification or amendment may change or modify any of the rights or obligations of the Paying Agent.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the City, the Paying Agent and the Owners of the Bonds, any right, remedy, claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners of the Bonds.
SECTION 9.02. Defeasance.
(a) Discharge of Resolution. Bonds may be paid by the City, in whole or in part, in any of the following ways provided that the City also pays or causes to be paid any other sums payable hereunder by the City:
(i) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(ii) by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount to pay such Bonds as provided in Section 9.02(c); or
(iii) by delivering such Bonds to the Paying Agent for cancellation by it.
If the City pays all Outstanding Bonds and also pays or causes to be paid all other sums payable hereunder by the City, then and in that case, at the election of the City (evidenced by a certificate of a City Representative filed with the Paying Agent, signifying the intention of the City to discharge all such indebtedness and this Resolution), and notwithstanding that any Bonds have not been surrendered for payment, this Resolution, all taxes and other assets pledged under this Resolution and all covenants, agreements and other obligations of the City under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only Agenda Item #9.1.
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as provided in Section 9.02(b). In such event, upon request of the City, the Paying Agent shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the City all moneys or securities or other property held by it under this Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment. (b) Discharge of Liability on Bonds. Upon the deposit, in trust, at or before maturity, of money and/or securities in the necessary amount to pay any Outstanding Bond Bonds as provided in Section 9.02(c), then all liability of the City in respect of such Bonds will cease and be completely discharged, except only that thereafter the Owner thereof is entitled only to payment of the principal of and interest and redemption premium (if any) on such Bond by the City, and the City remains liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 9.02(d) apply in all events.
The City may at any time surrender to the Paying Agent for cancellation by it any Bonds previously issued and delivered, which the City acquires in any manner whatsoever, and such Bonds, upon such surrender and cancellation, will be deemed paid and retired.
(c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established under this Resolution and must be:
(i) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity; or
(ii) Federal Securities the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the City, will provide money sufficient to pay the principal of and all unpaid interest and redemption premium (if any) to maturity on the Bonds to be paid, as such principal and interest become due.
(d) Payment of Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal of, or interest and redemption premium (if any) on, any Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable, if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall, upon request of the City, be repaid to the City free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease. Before the repayment of such moneys to the City as aforesaid, the Paying Agent may (at the cost of the City) first mail to the Owners of all Bonds which have not been paid at the addresses shown on the Registration Books a Agenda Item #9.1.
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notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof.
SECTION 9.03. Execution of Documents and Proof of Ownership by Bondowners.
Any request, declaration or other instrument which this Resolution may require or permit to be executed by Bondowners may be in one or more instruments of similar tenor, and shall be executed by Bondowners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any Bondowner or their attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same are proved by the Registration Books.
Any request, declaration or other instrument or writing of the Owner of any Bond binds all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Paying Agent in good faith and in accordance therewith.
SECTION 9.04. Waiver of Personal Liability. No City Council member, officer, agent or employee of the City has any individual or personal liability for the payment of the principal of or interest and redemption premium (if any) on the Bonds. Nothing herein contained relieves any City Council member, officer, agent or employee from the performance of any official duty provided by law.
SECTION 9.05. Destruction of Canceled Bonds. Whenever in this Resolution provision is made for the surrender to the City of any Bonds which have been paid or canceled under the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent constitutes the equivalent of the surrender of such canceled Bonds and the City is entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to.
SECTION 9.06. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Resolution is for any reason held illegal or unenforceable, such holding will not affect the validity of the remaining portions of this Resolution. The City hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant hereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable.
SECTION 9.07. Execution of Documents. Each City Representative, and any and all other officers of the City, are each authorized and directed in the name and on behalf of the City to make any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or Agenda Item #9.1.
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appropriate in order to consummate the lawful issuance, sale and delivery of the Bonds, including an agreement for paying agent services. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable.
SECTION 9.08. Effective Date of Resolution. This Resolution becomes effective upon the date of its passage and adoption.
* * * * * * * * * *
Approved at a Regular Meeting of the St. Helena City Council on ____________, 2022, by the following vote:
Mayor Ellsworth: ______________
Vice Mayor Dohring: ______________
Councilmember Chouteau: ______________
Councilmember Hall: ______________
Councilmember Hardy: ______________
APPROVED:
___________________
Geoff Ellsworth, Mayor
ATTEST:
___________________
Cindy Tzafopoulos, City Clerk
Agenda Item #9.1.
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APPENDIX A
FORM OF BOND
REGISTERED BOND NO. R-___ ***$______________***
CITY OF ST. HELENA
(NAPA COUNTY, CALIFORNIA)
2022 GENERAL OBLIGATION BOND
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
___% per annum September 1, 20__ ________, 2022 _____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________________________ DOLLARS The CITY OF ST. HELENA, a general law city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above, together with interest thereon at the Interest Rate set forth above, calculated on a 30/360 day basis, until the Principal Amount hereof is paid or provided for, such interest to be paid on March 1 and September 1 of each year, commencing March 1, 2023 (the “Interest Payment Dates”). This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before February 15, 2023, in which event it shall bear interest from the Dated Date set forth above.
Principal, interest and redemption premium (if any) are payable in lawful money of the United States of America to the person in whose name this Bond is registered (the “Registered Owner”) on the Registration Books maintained by the Paying Agent, initially U.S. Bank Trust Company, National Association. Principal hereof and any redemption premium hereon are payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent. The first principal payment date shall be September 1, 2024. Interest hereon is payable by check mailed by the Paying Agent on each Interest Payment Date to the Registered Owner of this Bond by first-class mail at the address appearing on the Registration Books at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (the “Record Date”); provided, however, that at the written request of the registered owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Paying Agent prior to any Record Date, interest on such Bonds shall be paid on each succeeding Interest Payment Date by wire transfer in immediately available funds Agenda Item #9.1.
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to such account of a financial institution within the United States of America as shall be specified in such written request.
This Bond is one of a series of $____________ aggregate principal amount of bonds (collectively, the “Bonds”) issued for the purpose of raising money to finance the acquisition and improvement of City facilities and related costs, fund capitalized interest, and pay costs of issuance of the Bonds. The Bonds have been issued under authority of and under the laws of the State of California, and the requisite two-thirds vote of the electors of the City cast at an election held on June 7, 2022, upon the question of issuing bonds in the aggregate principal amount of $19,150,000, the Bond Law, and a resolution of the City Council of the City adopted on October 25, 2022 (the “Bond Resolution”).
Capitalized terms used but not defined herein are defined in the Bond Resolution.
The Bonds are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the City, which taxes are unlimited as to rate or amount (except certain personal property that is taxable at limited rates).
The principal of and interest and redemption premium, if any, on this Bond do not constitute a debt of the County, the State of California, or any of its political subdivisions other than the City, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions other than the City, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the City other than ad valorem taxes levied upon all taxable property in the City.
The Bonds are issuable only as fully registered bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The City and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and redemption premium (if any) and for all other purposes, and neither the City nor the Paying Agent shall be affected by any notice to the contrary.
The Bonds maturing on or before September 1, ____, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, ____, are subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on September 1, ____, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium.
Agenda Item #9.1.
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The Bonds maturing on September 1, 20__, September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to redemption prior to their stated maturity date, without a redemption premium, in part by lot, from mandatory sinking fund payments on each September 1, on and after September 1, 20__ in the principal amounts as set forth in the following tables:
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
$_________ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
The Paying Agent shall give notice of the redemption of the Bonds at the expense of the City. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable.
Notice of any redemption of Bonds shall be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books maintained by the Paying Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of accrual of interest thereon from and after the redemption date.
Agenda Item #9.1.
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The City may provide conditional notices of optional redemption, and the City is entitled to rescind any notice of optional redemption of the Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent have no liability to the Owners or any other party related to or arising from such rescission.
Neither the City nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part.
Reference is made to the Bond Law and the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution.
It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the City, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the City in an amount sufficient to pay principal and interest and redemption premium (if any) when due, and for levying and collecting such taxes.
This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Law or the Bond Resolution until the Certificate of Authentication herein has been manually signed by the Paying Agent.
Unless this Bond is presented by an authorized representative of The Depository Trust Company (“DTC”), to the City or the Paying Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Agenda Item #9.1.
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IN WITNESS WHEREOF, the City of St. Helena has caused this Bond to be executed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, all as of the date stated above.
CITY OF ST. HELENA
By
Mayor
Attest:
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Bond Resolution referred to herein.
Date of Authentication: ________, 2022
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Paying Agent
By
Authorized Signatory
Agenda Item #9.1.
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FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ______________________
attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises.
Dated: ______________
Signature Guaranteed:
Note: Signature(s) must be guaranteed
by an eligible guarantor institution.
Note: The signature(s) on this
Assignment must correspond with the
name(s) as written on the face of the
within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Agenda Item #9.1.
1 OFFICIAL NOTICE OF SALE
$5,255,000*
CITY OF ST. HELENA
(County of Napa, California)
2022 GENERAL OBLIGATION BONDS
NOTICE IS HEREBY GIVEN by the City of St. Helena (the "City"), that bids will be received by a representative of the City for the purchase of $5,255,000* principal amount of bonds of the City designated the "City of St. Helena 2022 General Obligation Bonds (the "Bonds"). Bids will be received in electronic form through the Ipreo LLC’s BiDCOMP™/PARITY® System (“Parity”) on:
Tuesday, November 15, 2022, 9:00 a.m. Pacific Time
The City reserves the right to postpone or change the sale date up to 5:00 p.m. Pacific Time on the business day preceding the date for receiving bids by publishing notice thereof on the Parity website. Notice of the new date and time for receipt of bids shall be given through Parity as soon as practicable following a postponement and no later than 1:00 p.m. Pacific Time on the business day preceding the new date for receiving bids. See "TERMS OF SALE – Right to Cancel, Postpone, or Reschedule Sale.” The City reserves the right to modify or amend this Official Notice of Sale in any respect, including, without limitation, increasing or decreasing the principal amount of any serial maturity or mandatory sinking fund payment for the Bonds and adding or deleting serial or term maturity and mandatory sinking fund payment dates, along with corresponding principal amounts with respect thereto; provided, that any such modification or amendment will be communicated to potential bidders through Parity not later than 5:00 P.M. Pacific Time on the business day preceding the date for receiving bids. Failure of any potential bidder to receive notice of any modification or amendment will not affect the sufficiency of any such notice or the legality of the sale. Bidders are required to bid upon the Bonds as so modified or amended. See "CLOSING CONDITIONS - Right to Modify or Amend." If the summary of the terms of sale of the Bonds posted on Parity conflicts with this Official Notice of Sale in any respect, the terms of this Official Notice of Sale shall control, unless a notice of an amendment is given as described herein.
The Bonds will be issued under the provisions of a Resolution adopted by the City Council of the City on October 25, 2022 (the "Bond Resolution") and under the laws of the State of California. Bidders are referred to the Bond Resolution and the City’s Preliminary Official Statement for the Bonds dated {date} (the “Preliminary Official Statement”), for additional information regarding the City, the Bonds, the security for the Bonds and other matters.
Capitalized terms used and not defined in this Official Notice of Sale shall have the meanings ascribed to them in the Preliminary Official Statement. Copies of the Bond Resolution and the Preliminary Official Statement will be furnished to the bidder upon request. *
Preliminary, subject to change.
Agenda Item #9.1.
2 Important Note: The winning bidder will be required to pay, from underwriter's gross spread, certain costs of issuance of the Bonds. See "TERMS OF SALE - Payment of Issuance Costs" herein.
DESCRIPTION OF THE BONDS
THE AUTHORITY FOR ISSUANCE, PURPOSES, PAYMENT OF PRINCIPAL AND
INTEREST, REDEMPTION, DEFEASANCE, SOURCES AND USES OF FUNDS, SECURITY AND
SOURCES OF PAYMENT, FORM OF LEGAL OPINION OF BOND COUNSEL AND OTHER
INFORMATION REGARDING THE BONDS ARE PRESENTED IN THE PRELIMINARY OFFICIAL
STATEMENT, WHICH EACH BIDDER IS DEEMED TO HAVE OBTAINED AND REVIEWED PRIOR TO BIDDING FOR THE BONDS. THIS OFFICIAL NOTICE OF SALE GOVERNS ONLY THE TERMS OF SALE, BIDDING, AWARD AND CLOSING PROCEDURES FOR THE BONDS. THE
DESCRIPTION OF THE BONDS CONTAINED IN THIS OFFICIAL NOTICE OF SALE IS
QUALIFIED IN ALL RESPECTS BY THE DESCRIPTION OF THE BONDS CONTAINED IN THE PRELIMINARY OFFICIAL STATEMENT.
ISSUE; BOOK-ENTRY FORM: The Bonds will be issued in the aggregate principal amount of $5,255,000* in the form of fully registered Bonds without coupons. The Bonds will be dated as of as of their original delivery and will be issued in minimum denominations of $5,000. The Bonds will be issued in a book entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company, New York, New York ("DTC"), will act as depository for the Bonds which will be immobilized in its custody. The Bonds will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds. As of the date of award of the Bonds, the purchaser of the Bonds must either participate in DTC or must clear through or maintain a custodial relationship with an entity that participates in DTC.
MATURITIES: The Bonds shall be serial and/or term Bonds and principal shall be payable on, or the Bonds shall be subject to mandatory sinking fund redemption on, September 1 in each of the years, and in the amounts, as set forth in the following table. The final principal amount of the Bonds, and the final amount of each maturity of the Bonds, is subject to increase or reduction as described below under the heading "Adjustment of Principal Maturities". Each bidder must specify in its bid whether, for any particular year, the Bonds will mature or, alternately, be subject to mandatory sinking fund redemption.
Bidders for the Bonds must provide bids for all maturities listed below. *
Preliminary, subject to change.
Agenda Item #9.1.
3 Serial Bonds Or Term Bonds (Bidder’s Option)
Maturity Date
(September 1)
Principal
Amount*
Maturity Date
(September 1)
Principal
Amount*
2024 $60,000 2039 $180,000
2025 65,000 2040 190,000
2026 75,000 2041 200,000
2027 80,000 2042 210,000
2028 85,000 2043 220,000
2029 95,000 2044 230,000
2030 105,000 2045 240,000
3031 110,000 2046 255,000
2032 125,000 2047 265,000
2033 135,000 2048 280,000
2034 140,000 2049 295,000
2035 150,000 2050 310,000
2036 155,000 2051 325,000
2037 165,000 2052 340,000
2038 170,000
*
Preliminary, subject to change.
PAYMENT PROVISIONS: Interest on the Bonds will be payable on each March 1 and September 1, commencing March 1, 2023 (the "Interest Payment Dates"), to the registered owners by check or draft of U.S. Bank Trust Company, National Association, as paying agent (the "Paying Agent") or, in the case of the owner of Bonds in an aggregate principal amount of at least $1,000,000, at the written request of such owner by wire transfer. Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof at the office of the Paying Agent. Principal, interest and premium (if any) on the Bonds are payable in lawful money of the United States of America. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months from the date of original delivery of the Bonds.
DESIGNATION OF INTEREST RATES: Each bidder must specify the rate or rates of interest which the Bonds will bear. The maximum rate bid on any Bonds may not exceed
12.00% per annum. Bidders may specify any number of separate rates, and the same rate or rates may be repeated as often as desired, provided:
each interest rate specified must be in a multiple of 1/20% or 1/8%; no Bond may bear more than one rate of interest;
interest on each Bond will be computed from the date of original delivery to its stated maturity at the interest rate specified in the proposal, payable on the Interest Payment Dates as set forth above; and
all Bonds maturing at any one time will bear the same rate of interest.
Agenda Item #9.1.
4 ADJUSTMENT OF PRINCIPAL PAYMENTS. The principal amounts set forth in this Official Notice of Sale reflect certain estimates of the City with respect to the likely interest rates of the winning bid and the premium contained in the winning bid. To achieve the financial goals of the City, the City may need to adjust the schedule of principal maturities for the Bonds based on the bids that are received. The City reserves the right to change the principal payment schedule set forth above after the determination of the successful bidder, by adjusting one or more of the principal payments of the Bonds, in increments of $5,000, as determined in the sole discretion of the City.
Notice of such increase or decrease shall be given to the winning bidder as soon as practicable following the notification of award, as described below. The City will attempt to maintain total underwriter compensation when adjusting maturities. Any such adjustment will not change the average per Bond dollar amount of the underwriter's discount. No such adjustment will have the effect of altering the basis upon which the best bid is determined. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and no successful bid may be withdrawn. The successful bidder will not be permitted to change the interest rates in its bid.
See also CLOSING CONDITIONS - Right to Modify or Amend," regarding the City's right to modify or amend this Official Notice of Sale in any respect including, without limitation, increasing or decreasing the principal amount of any serial maturity or mandatory sinking fund payment for the Bonds and adding or deleting serial or term maturity and mandatory sinking fund payment dates, along with corresponding principal amounts with respect thereto.
OPTIONAL REDEMPTION: The Bonds maturing on or before September 1, 2032 are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, 2033 are subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on September 1, 2032, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium. See the Preliminary Official Statement - "THE BONDS – Redemption - Optional Redemption." SINKING FUND REDEMPTION: Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term Bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. If the bid of the winning bidder specifies that any maturity of Bonds will be term Bonds, such term Bonds will be subject to mandatory sinking fund redemption on September 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading "MATURITIES", at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the redemption date, without premium. No term Bonds may be redeemed from mandatory sinking fund payments until all term Bonds maturing on preceding term maturity dates, if any, have been retired. See the Preliminary Official Statement - "THE BONDS – Redemption - Mandatory Sinking Fund Redemption."
SECURITY: The Bonds are general obligations of the City, and the City will direct the appropriate officials of the County of Napa to levy ad valorem taxes for the payment of the Agenda Item #9.1.
5 Bonds and the interest thereon without limitation as to rate or amount for the payment of the Bonds and the interest thereon.
PURPOSE: The proceeds of the Bonds will be applied by the City for the purpose of repairing and replacing the drinking water system, stormwater and sewage infrastructure and other projects in accordance with the ballot proposition under which the issuance of the Bonds has been authorized.
RATING: S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, have assigned the rating of “__” to the Bonds. The cost of obtaining such rating will be borne entirely by the City and not by the successful bidder.
TAX-EXEMPT STATUS: In the opinion of Jones Hall, Bond Counsel to the City, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. Bidders are referred to the Preliminary Official Statement for a description of the proposed opinion of Bond Counsel. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. If prior to the delivery of the Bonds either (a) the interest on other obligations of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse effect upon owners of the Bonds as such, the winning bidder for the Bonds may, at its option, prior to the tender of the Bonds, be relieved of its obligation under the contract to purchase the Bonds, and in such case the deposit accompanying its proposal will be returned. See the Preliminary Official Statement - "TAX MATTERS."
FURTHER INFORMATION: A copy of the Preliminary Official Statement describing the Bonds, and any other information concerning the proposed financing, will be furnished upon request to Del Rio Advisors, LLC the “Municipal Advisor” to the City as follows:
Del Rio Advisors, LLC
1325 Country Club Drive
Modesto, California 95356
Telephone: (209) 543-8704
Email: [email protected]
The Official Notice of Sale and Preliminary Official Statement are available from the Municipal Advisor and may also be viewed on the Parity website at www.i-dealprospectus.com.
TERMS OF SALE
RIGHT TO CANCEL, POSTPONE OR RESCHEDULE SALE: The City reserves the right to cancel, postpone or reschedule the sale of the Bonds upon notice on the Parity web site at www.i-dealprospectus.com, no later than 5:00 p.m. Pacific Time on the business day preceding the date for receiving bids. If the sale is postponed, notice of the new date and time for receipt of bids shall be given through Parity as soon as practicable following a postponement and no later than 1:00 p.m. Pacific Time on the business day preceding the new date for receiving bids. Failure of any bidder to receive such Parity notice or any other form of notice of canceled, postponed or rescheduled sale will not affect the legality or validity of any sale.
Agenda Item #9.1.
6 SUBMISSION OF BIDS: Bids will be received electronically as described below, provided that such electronic bid must be received no later than the date and time set for receipt of bids.
ELECTRONIC BIDS: The City will accept bids in electronic form solely through Parity. Neither the City, the Municipal Advisor nor Bond Counsel assumes any responsibility for, and each bidder expressly assumes risk of, any incomplete, inaccurate or untimely bid submitted by internet transmission by such bidder, including, without limitation, by reason of garbled transmissions, mechanical failure, engaged telephone or telecommunications lines, or any other cause arising from delivery by internet transmission. Bidders must comply with the following provisions relating the receipt of electronic bids:
Registration and Admission to Bid: Only FINRA registered broker-dealers and dealer banks with DTC clearing arrangements shall be eligible to bid. Bidders who have already registered with Parity may call Parity at (212) 849-5021 to confirm their ID number and password.
Bidding Details: All bids must be unconditional and submitted on the Parity BiDCOMP™/PARITY® website. No facsimile, personal delivery bids or bids delivered by any other method will be accepted.
Verification: All bids are subject to verification and approval by the City. The City has the right to deem each final bid reported on Parity immediately after the deadline for receipt of bids to be accurate and binding on the bidder. Information or calculations provided by Parity other than the information required to be provided by the bidder in accordance with this Official Notice of Sale is for information purposes only and is not binding on either the bidder or the City. If two or more bidders offer bids for the same Bonds at the same lowest TIC, the City reserves the right to exercise its own discretion and judgment in making the award.
UNDERWRITER’S DISCOUNT; NOT-TO-EXCEED AMOUNT: The maximum Underwriter’s Discount cannot exceed 1.00% of the par amount of the issue.
FORM OF BID; MINIMUM PURCHASE PRICE: All bids must be for not less than all the Bonds hereby offered for sale and for not less than the aggregate par amount thereof. Upon notification of award of the bid, the successful bidder for the Bonds shall provide initial offering prices for each maturity of the Bonds.
The aggregate purchase price to be paid for the Bonds may not be less than the par value thereof and must include original issue premium of at least $460,000 consisting of approximately the following amounts: a minimum of $222,450 to be deposited into the Debt Service Fund, $185,000 to be deposited into the Costs of Issuance Fund, and an amount not-to-exceed $52,550 needed to fund an Underwriter’s Discount, as described above. No bid will be entertained which provides for total premium of less than $460,000 or more than $500,000. Individual maturities of the Bonds may be reoffered at par, a premium or a discount.
All bids will be deemed to incorporate all the terms of this Official Notice of Sale.
If the sale of the Bonds is canceled or postponed, all bids for the Bonds shall be rejected. No bid will be accepted after the time for receiving bids.
Agenda Item #9.1.
7 THE CITY RETAINS ABSOLUTE DISCRETION TO DETERMINE WHETHER ANY BID IS TIMELY AND COMPLETE. NONE OF THE CITY, THE MUNICIPAL ADVISOR, OR JONES HALL (“BOND COUNSEL”) TAKES ANY RESPONSIBILITY FOR INFORMING ANY
BIDDER PRIOR TO THE TIME FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED.
EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND
AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH BiDCOMP/PARITY® AND THAT BiDCOMP/PARITY® IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM BiDCOMP/PARITY® AND THE CITY ASSUMES NO
RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF BiDCOMP/PARITY®. THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH BiDCOMP/PARITY® HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.
THE CITY WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER, THE CITY, THE MUNICIPAL ADVISOR AND BOND COUNSEL
ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED
ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR ACCEPTED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME
FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY BiDCOMP/PARITY® AS THE OFFICIAL TIME.
DETERMINATION OF BEST BID: Unless all bids are rejected, the Bonds will be awarded to the responsible bidder who submits a conforming bid that represents the lowest true interest cost to the City. The true interest cost specified in any bid will be that rate which, when used in computing the present worth of all payments of principal and interest to be paid on all Bonds from the date of original delivery (which is assumed to be November 30, 2022) to their respective maturity dates or mandatory sinking fund redemption dates, produces an amount equal to the purchase price specified in such bid. For purposes of computing the true interest cost represented by any proposal, the purchase price specified in such proposal shall be equal to the par amount of the Bonds plus any net premium (proposed premium less any proposed discount) specified in such proposal, and the true interest cost shall be calculated by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Bonds using a 360-day year comprised of twelve 30-day months from the date of original delivery (which is assumed to be November 30, 2022).
In the event two or more bidders offer bids for the Bonds at the same true interest cost, the City reserves the right to exercise its own discretion and judgment in making the award. If multiple bids with respect to the Bonds are received from a single bidder by any means or combination thereof, the City shall be entitled to accept the bid representing the lowest true interest cost to the City, and each bidder agrees by submitting multiple bids to be bound by the bid representing the lowest true interest cost to the City. Bid evaluations or rankings made by Parity are not binding on the City.
ESTIMATE OF TRUE INTEREST COST. Each bidder is requested, but not required, to supply an estimate of the true interest cost based upon its bid, which will be considered as informative only and not binding on either the bidder or the City.
Agenda Item #9.1.
8 RIGHT OF REJECTION AND WAIVER OF IRREGULARITY: The City reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid which does not materially affect such bid or change the ranking of the bids.
PROMPT AWARD: An authorized representative of the City will accept the best responsible bid for the purchase of the Bonds by notice to the winning bidder. If two or more bids setting forth identical interest rates and premium are received, the City reserves the right to exercise its own discretion and judgment in making the award. An authorized representative of the City may also reject any and all bids. Sale of the Bonds will be awarded or all bids will be rejected not later than 24 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the winning bidder; provided, that the award may be made after the expiration of the specified time if the bidder does not notify the City in writing of the withdrawal of its proposal.
PLACE OF DELIVERY; CANCELLATION FOR LATE DELIVERY: It is expected that the Bonds will be delivered to DTC for the account of the winning bidder on November 30, 2022. The winning bidder has the right, at the winning bidder's option, to cancel the contract of purchase if the Bonds are not tendered for delivery within 60 days from the date of the sale thereof, and in such event the Purchaser will be entitled only to the return of the Good Faith Deposit, without interest thereon.
GOOD FAITH DEPOSIT. To secure the City from any loss resulting from the failure of the apparent winning bidder to comply with the terms of its bid, the winning bidder will be required to deposit the amount of Fifty Thousand Dollars ($50,000) (the "Good Faith Deposit") by no later than 12:00 p.m. Pacific Time, on the day following the receipt of the bids, by wire transfer to the Fiscal Agent, as follows:
U.S. Bank Trust Company, National Association
ABA #____________
Beneficiary Account #_________
Beneficiary: City of St. Helena
REF: 2022 GO Bonds
No interest will be paid upon the Good Faith Deposit made by any bidder. The Good Faith Deposit of the Purchaser will immediately become the property of the City. The Good Faith Deposit will be held and invested for the exclusive benefit of the City. The Good Faith Deposit, without interest thereon, will be credited against the purchase price of the Bonds purchased by the Purchaser at the time of delivery thereof.
If the purchase price is not paid in full upon tender of the Bonds, the City shall retain the Good Faith Deposit and the Purchaser will have no right in or to the Bonds or to the recovery of its Good Faith Deposit, or to any allowance or credit by reason of such deposit, unless it shall appear that the Bonds would not be validly delivered to the Purchaser in the form and manner proposed, except pursuant to a right of cancellation. See "TERMS OF SALE – Place of Delivery; Cancellation for Late Delivery,” above. In the event of nonpayment for the Bonds by a successful bidder, the City reserves any and all rights granted by law to recover the full purchase price of the Bonds, and, in addition, any damages suffered by the City.
CLOSING CONDITIONS
Agenda Item #9.1.
9 PAYMENT OF PURCHASE PRICE: The winning bidder will be required to pay the purchase price of the Bonds (including any premium) to the accounts specified by the City and in funds which are immediately available to the City. Such payment shall be made on the date of original delivery of the Bonds to DTC. Any expense for making payment in immediately available funds shall be borne by the Purchaser. The City will deliver to the Purchaser, dated as of the delivery date, the legal opinions with respect to the Bonds described in APPENDIX C – “PROPOSED FORM OF OPINION OF BOND COUNSEL" to the Preliminary Official Statement.
NO LITIGATION: There is no litigation pending restraining or enjoining the sale, issuance or delivery of the Bonds or any part thereof, or the entering into or performance of any obligation of the City, or concerning the validity of the Bonds, the ability of the City to levy and collect the ad valorem tax required to pay debt service on the Bonds, the corporate existence or the boundaries of the City, or the entitlement of any officers of the City who will execute the Bonds to their respective offices, and the purchaser will be furnished a nolitigation certificate certifying to the foregoing as of and at the delivery of the Bonds.
DETERMINATION OF ISSUE PRICE:
(a) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City, the Municipal Advisor and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the Municipal Advisor and any notice or report to be provided to the City may be provided to the Municipal Advisor. (b) The City intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
(i) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (ii) all bidders shall have an equal opportunity to bid; (iii) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(iv) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid.
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto Agenda Item #9.1.
10 will constitute cause for a failure or refusal by the purchaser to accept delivery of and pay for the Bonds in accordance with the terms hereof. All expenses in relation to the assignment and printing of CUSIP numbers on the Bonds will be paid for by the City.
CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEES: All fees payable to the California Debt and Investment Advisory Commission in connection with the issuance of the Bonds are the sole responsibility of the purchaser of the Bonds.
DTC FEES: All fees due DTC with respect to the Bonds shall be paid by the successful bidder or bidders.
OFFICIAL STATEMENT: The City has approved a preliminary Official Statement relating to the Bonds. Copies of such preliminary Official Statement will be distributed to any bidder, upon request, prior to the sale in a form "deemed final" by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Within seven business days from the sale date, the City will deliver to the purchaser copies of the final Official Statement, executed by an authorized representative of the City and the City and dated the date of delivery thereof to the purchaser, in sufficient number to allow the purchaser to comply with paragraph (b)(4) of the Rule and to satisfy the Municipal Securities Rulemaking Board (the "MSRB") Rule G-32, or any other rules adopted by the MSRB, but not in excess of 25 copies, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and such other amendments or supplements as are been approved by the City (the "Final Official Statement"). The purchaser agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement. The City will furnish to the winning bidder, at no charge, not more than 25 copies of the Final Official Statement for use in connection with any resale of the Bonds.
CERTIFICATE REGARDING FINAL OFFICIAL STATEMENT: A responsible officer of the City will certify to the original purchaser of the Bonds, as a condition of closing, to the best of such officer's knowledge and belief, nothing has come to his or her attention to lead him or her to believe that the Final Official Statement (excluding reoffering information and information relating to The Depository Trust Company and its book-entry system, as to which no view will be expressed) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
CONTINUING DISCLOSURE: To assist bidders in complying with S.E.C. Rule 15c2- 12(b)(5), the City will execute and deliver a Continuing Disclosure Certificate, under which the City undertakes to provide certain annual financial information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. Such Continuing Disclosure Certificate will be a document required to be delivered at closing by the City, and the failure by the City to deliver such document in form and substance acceptable to Bond Counsel and the winning bidder will relieve the winning bidder of its obligation to purchase the Bonds.
Digital Assurance Corporation, Inc. (“DAC”) has been engaged by the City to review and prepare a report on the City’s compliance with its continuing disclosure undertakings with respect to its bonds during the past five years. Prospective bidders may obtain access to DAC’s report on its website by sending a written request via email to DAC ([email protected]), referencing “St. Helena 2022 GO Bonds” in the email subject line, by no later than 12:00 noon California time on the date before the sale date. The City can give no assurance as to the Agenda Item #9.1.
11 timeliness with which DAC will provide access to the report online or that the procedures performed by DAC in developing the report are sufficient for any purpose.
QUALIFICATION FOR SALE. The City will furnish such information and take such action not inconsistent with law as the purchaser may request and the City may deem necessary or appropriate to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the purchaser; provided, that the City will not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. By submitting its bid for the Bonds, the purchaser assumes all responsibility for qualifying the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of the states and jurisdictions in which the purchaser offers or sells the Bonds, including the payment of fees for such qualification. Under no circumstances may the Bonds be sold or offered for sale or any solicitation of an offer to buy the Bonds be made in any jurisdiction in which such sale, offer or solicitation would be unlawful under the securities laws of the jurisdiction.
CLOSING PAPERS. Each proposal will be understood to be conditioned upon the City furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Bonds, the following closing papers, each dated the date of delivery:
(a) The opinion of Bond Counsel, approving the validity of the Bonds and stating that, subject to compliance by the City with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax, and interest on the Bonds is exempt from personal income taxation imposed by the State of California. Other tax consequences to holders of the Bonds, if any, will not be addressed in the opinion;
(b) A certificate of the City certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds; (c) A certificate of the City, signed by officers and representatives of the City, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same; (d) The receipt of the Paying Agent evidencing the receipt of the purchase price of the Bonds;
(e) A certificate of the City, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds; and
(f) A certificate of the City to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the Final Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
RIGHT TO MODIFY OR AMEND. Other than with respect to postponement or cancellation as described in this Official Notice of Sale, and in addition to the City's right to Agenda Item #9.1.
12 adjust the payment amounts of the Bonds as provided in "DESCRIPTION OF THE BONDS - Adjustment of Principal Payments" the City reserves the right to modify or amend this Official Notice of Sale in any respect including, without limitation, increasing or decreasing the principal amount of any serial maturity or mandatory sinking fund payment for the Bonds and adding or deleting serial or term maturity and mandatory sinking fund payment dates, along with corresponding principal amounts with respect thereto; provided, that, subject to the terms of this Notice of Sale (see "DESCRIPTION OF THE BONDS - Adjustment of Principal Payments") any such modification or amendment will be communicated to potential bidders through Parity not later than 1:00 p.m. Pacific Time on the business day preceding the date for receiving bids. Failure of any potential bidder to receive notice of any modification or amendment will not affect the sufficiency of any such notice or the legality of the sale.
ADDITIONAL INFORMATION. Prospective bidders should read the entire Preliminary Official Statement, copies of which may be obtained in electronic form from the Municipal Advisor from the following address: Del Rio Advisors, LLC, 1325 Country Club Drive, Modesto, California 95356, telephone: (209) 543-8704, email: [email protected].
Date: November __, 2022
Agenda Item #9.1.
13 EXHIBIT A
$5,255,000
CITY OF ST. HELENA
(County of Napa, California)
2022 GENERAL OBLIGATION BONDS
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] (the “Purchaser”), hereby certifies as set forth below with respect to the sale of the above-captioned obligations (the “Bonds”).
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Purchaser are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Purchaser to purchase the Bonds. (b) The Purchaser was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by the Purchaser constituted a firm offer to purchase the Bonds
2. Defined Terms.
(a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is November 15, 2022. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the City of St. Helena (the “City”) (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
Agenda Item #9.1.
14 The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the City with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the City from time to time relating to the Bonds.
[UNDERWRITER]
By: __________________________________
Name: _______________________________
Dated: November __, 2022
Agenda Item #9.1.
15 SCHEDULE A
EXPECTED OFFERING PRICES
Agenda Item #9.1.
16 SCHEDULE B
COPY OF PURCHASER’S BID
Agenda Item #9.1.
Jones Hall Draft 10.14.22
PRELIMINARY OFFICIAL STATEMENT DATED ________, 2022
NEW ISSUE – FULL BOOK-ENTRY RATING: S&P: “___”
See “RATING”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences caused by the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS.” $5,255,000*
CITY OF ST. HELENA
(County of Napa, California)
2022 General Obligation Bonds
Dated: Date of Delivery Due: September 1, as shown on inside cover Cover Page. This cover page contains information for quick reference only. It is not a summary of all the provisions of the Bonds. Investors must read the entire official statement to obtain information essential to making an informed investment decision.
Authority and Purpose. The above-captioned general obligation bonds (the “Bonds”), are being issued by the City of St.
Helena (the “City”), which is located in Napa County, California, pursuant to certain provisions of the California Government Code, and an authorizing resolution of the City Council of the City (the “City Council”) adopted on October 25, 2022. The Bonds were authorized at an election of the registered voters of the City held on June 7, 2022, which authorized the issuance of general obligation bonds for the purpose of protecting the City’s local water quality/supply and improving drought resilience by repairing and replacing the City’s 1940s-era drinking water system, including drinking water, stormwater and sewage infrastructure. See “THE BONDS – Authority for Issuance” and “THE FINANCING PLAN” herein.
Security. The Bonds are general obligations of the City, payable from ad valorem property taxes levied by the City and collected by Napa County (the “County”). The City Council is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS.” Book-Entry Only. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interests in the Bonds. See APPENDIX E for additional information about the book-entry only system.
Payments. Interest on the Bonds accrues from the date of delivery and is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2023, by check, draft or wire mailed to the person in whose name the Bond is registered.
Payments of principal and interest on the Bonds will be paid by U.S. Bank Trust Company, National Association, as paying agent for the Bonds (the “Paying Agent”), to DTC for subsequent disbursement to participants in DTC (“DTC Participants”) who will remit such payments to the beneficial owners of the Bonds. See “THE BONDS – Description of the Bonds.” Redemption. The Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as described herein. See discussion of redemption under the heading “THE BONDS.” Maturity Schedules
(See inside cover)
The Bonds will be sold and awarded pursuant to a competitive bidding process to be held on ______, 2022, subject to change or cancellation, as set forth in the Official Notice of Sale with respect to the Bonds. The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the City by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel, and by the City Attorney. It is anticipated that the Bonds in definitive form will be available for delivery to Cede & Co., as nominee of The Depository Trust Company, on or about ________, 2022.
The date of this Official Statement is _______, 2022.
* Preliminary; subject to change.
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Agenda Item #9.1.
MATURITY SCHEDULE
$5,255,000*
CITY OF ST. HELENA
(County of Napa, California)
2022 General Obligation Bonds
(Base CUSIP†: _____)
Maturity Date
(September 1)
Principal
Amount* Interest Rate Yield Price CUSIP† No.
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
$__________ _____% Term Bond due September 1, 20__; Yield: _______; Price: _______ CUSIP† No. ______
$__________ _____% Term Bond due September 1, 20__; Yield: _______; Price: _______ CUSIP† No. _____
*Preliminary; subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2022 CUSIP Global Services. All rights reserved.
CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriters or their agents or counsel take any responsibility for the accuracy of such numbers.
Agenda Item #9.1.
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Deemed Final. The Preliminary Official Statement has been deemed final by the City for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, except for information permitted to be omitted therefrom by Rule 15c2-12.
Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the City or the Underwriter. This Official Statement and the information contained herein are subject to completion or amendment without notice.
No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations relating to the Bonds other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter.
No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
Estimates and Projections. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material.
Information in Official Statement. The information set forth in this Official Statement has been furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by the City.
Involvement of Underwriter. The Underwriter (as defined in “UNDERWRITING”) has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
Stabilization of Prices. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the cover page hereof and said public offering prices may be changed from time to time by the Underwriter.
Document Summaries. All summaries of the Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions.
No Securities Laws Registration. The Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The Bonds have not been registered or qualified under the securities laws of any state.
Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the City, or the other parties described in this Official Statement, or the condition of the property within the City since the date of this Official Statement.
Website. The City maintains a website; however, the information presented on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.
Agenda Item #9.1.
CITY OF ST. HELENA
(COUNTY OF NAPA, CALIFORNIA)
MEMBERS OF THE CITY COUNCIL
Geoff Ellsworth, Mayor
Paul Dohring, Vice Mayor
Anna Chouteau, Councilmember
Lester Hardy, Councilmember
Eric Hall, Councilmember
CITY OFFICIALS AND STAFF
Anil Comelo, City Manager
April Mitts, Assistant City Manager
Mandy Kellogg, Administrative Services Director
Cindy Tzafopoulos, City Clerk
Ethan Walsh of Best, Best & Krieger LLP, City Attorney
____________________________________________________
PROFESSIONAL SERVICES
MUNICIPAL ADVISOR
Del Rio Advisors, LLC
Modesto, California
SUB-CONSULTANT TO THE MUNICIPAL ADVISOR
A. M. Peché & Associates LLC
River Islands, California
BOND AND DISCLOSURE COUNSEL
Jones Hall, A Professional Law Corporation
San Francisco, California
BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT
U.S. Bank Trust Company, National Association
San Francisco, California
Agenda Item #9.1.
-iTABLE OF CONTENTS
Page
INTRODUCTION.......................................... 1 The City .................................................... 1 Sources of Payment for the Bonds........... 1
Purpose for Issuance................................ 2
Authority for Issuance............................... 2 Description of the Bonds .......................... 2
Legal Matters............................................ 2 Tax Matters............................................... 2 Continuing Disclosure............................... 2
Other Information...................................... 3 THE FINANCING PLAN............................... 4
Bond Measure and Purpose of Issue ....... 4
Estimated Sources and Uses of Funds .... 4
THE BONDS ................................................ 5 Authority for Issuance............................... 5 Description of the Bonds .......................... 5
Payment ................................................... 6 Redemption .............................................. 6 Registration, Transfer and Exchange of
Bonds ................................................... 7 Defeasance .............................................. 8 DEBT SERVICE SCHEDULE ...................... 9
SECURITY FOR THE BONDS................... 10
Ad Valorem Taxes.................................. 10
Debt Service Fund.................................. 10
Limited Obligation................................... 11 Statutory Lien ......................................... 11 COVID-19 Global Pandemic................... 11
PROPERTY TAXATION............................. 12
Property Tax Collection Procedures....... 12
Taxation of State-Assessed Utility Property
........................................................... 12 Assessed Valuation................................ 13
Alternative Method of Tax Apportionment –
Teeter Plan .........................................15 Appeals of Assessed Value ....................16
Tax Rates ...............................................17 Major Taxpayers .....................................18 Direct and Overlapping Debt ..................19
CONSTITUTIONAL AND STATUTORY
PROVISIONS AFFECTING CITY
REVENUES AND APPROPRIATIONS ..20
Article XIIIA of the State Constitution......20
Legislation Implementing Article XIIIA ....20
Article XIIIB of the State Constitution......21
Articles XIIIC and XIIID of the State
Constitution.........................................21 Proposition 62.........................................22 Proposition 1A; Proposition 22 ...............23
Proposition 19.........................................23 Possible Future Initiatives.......................24
RISK FACTORS .........................................24 Reduction in Taxable Value....................25
Bankruptcy and Foreclosure...................26
Cyber Security ........................................26 COVID-19 Pandemic ..............................27
Loss of Tax-Exemption ...........................27
Secondary Market...................................27
TAX MATTERS...........................................27 CONTINUING DISCLOSURE.....................29
TAX MATTERS...........................................29 RATING ......................................................29 MUNICIPAL ADVISOR...............................30
COMPETITIVE SALE OF BONDS .............30
EXECUTION...............................................30 APPENDIX A - CERTAIN INFORMATION REGARDING THE CITY OF ST. HELENA AND COUNTY OF NAPA APPENDIX B - AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2021
APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM
Agenda Item #9.1.
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__________________________________
OFFICIAL STATEMENT __________________________________
$5,255,000*
CITY OF ST. HELENA
(County of Napa, California)
2022 General Obligation Bonds
INTRODUCTION
This Official Statement, which includes the cover page and appendices hereto, provides information in connection with the sale and delivery of the above-captioned bonds (the “Bonds”).
This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement to make an informed investment decision. The offering of the Bonds to potential investors is made only by means of the entire Official Statement.
The City
The City of St. Helena (the “City”) is located in the County of Napa (the “County”) in the State of California (the “State”). The City is in the center of the world famous wine growing Napa Valley, 65 miles north of San Francisco. The area was settled in 1834, first incorporated as a City on March 24, 1876 and reincorporated on May 14, 1889. The City serves a population of approximately 5,437 residents.
The City is a full-service City, providing water, sewer, police and fire services to a community that encompasses an area of 4 square miles. The City is a general law city and operates under the Council-City Manager form of government. The City Council is the governing body of the City, and has the power to make and enforce all laws and set all policy related to municipal affairs. For more statistical and demographic information regarding the City and the County, as well as certain City financial information, see APPENDIX A and APPENDIX B.
Sources of Payment for the Bonds
The Bonds are general obligations of the City payable solely from ad valorem property taxes levied by the City and collected by the County. The City Council is empowered and obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except with respect to certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS” and “PROPERTY TAXATION.”
* Preliminary; subject to change.
Agenda Item #9.1.
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Purpose for Issuance
The Bonds are being issued to provide funds to protect the City’s local water quality/supply and improve drought resilience by repairing and replacing the City’s 1940s-era drinking water system, including drinking water, stormwater and sewage infrastructure, as well as pay costs of issuance for the Bonds. See “THE FINANCING PLAN.”
Authority for Issuance
The Bonds are being issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53506 (the “Bond Law”), and a resolution adopted by the City Council of the City on October 25, 2022 (the “Bond Resolution”). The Bonds were authorized by the voters in the City pursuant to “Measure H,” which was approved by the 2/3-required vote on June 7, 2022. See “THE BONDS – Authority for Issuance.”
Description of the Bonds
Generally. The Bonds mature in the years and in the amounts as set forth on the inside cover page of this Official Statement. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee for DTC. Purchasers will not receive physical certificates representing their interest in the Bonds. See “THE BONDS – Description of the Bonds” and APPENDIX E.
Redemption. The Bonds are subject to redemption prior to maturity as described under the heading, “THE BONDS – Redemption.”
Legal Matters
Issuance of the Bonds is subject to the approving opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, as bond counsel (“Bond Counsel”), to be delivered in substantially the form attached as APPENDIX C. Jones Hall, A Professional Law Corporation, San Francisco, California, is also serving as disclosure counsel to the City (“Disclosure Counsel”). Certain legal matters will also be passed upon for the City by the City Attorney.
Tax Matters
In the opinion of Bond Counsel, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. See “TAX MATTERS” for additional information, and APPENDIX C for the forms of Bond Counsel’s opinion to be delivered concurrently with the Bonds.
Continuing Disclosure
The City has covenanted and agreed that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate is included in APPENDIX D. See also “CONTINUING DISCLOSURE.” Agenda Item #9.1.
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Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of documents referred to in this Official Statement and information concerning the Bonds are available from the City of St. Helena City Clerk, 1572 Railroad Avenue, St. Helena, California 94574. The City may impose a charge for copying, mailing and handling.
This Official Statement is not to be construed as a contract between any Bond owner and the City or the Underwriter. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The summaries and references to documents, statutes and constitutional provisions referred to herein do not purport to be comprehensive or definitive, and are qualified in their entireties by reference to each of such documents, statutes and constitutional provisions.
The information set forth herein has been obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the City. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.
Agenda Item #9.1.
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THE FINANCING PLAN
Bond Measure and Purpose of Issue
The net proceeds of the Bonds will be used to finance the projects approved by more than the requisite two-thirds of City voters that voted at an election held in the City on June 7, 2022 (the “Bond Election”). The abbreviated form of the ballot measure, labeled Measure H (the “Bond Measure”), is set forth below:
“St. Helena Water Service Protection. To protect local water quality/supply, improve drought resilience by: repairing/replacing St. Helena’s 1940s-era drinking water system, including pipes, aging/deteriorating drinking water, stormwater and sewage infrastructure; keeping sewage, pollution, trash, chemicals from local rivers, creeks and streams; protecting safe, sustainable, local water sources; shall City of St. Helena’s measure authorizing $19,150,000 in bonds, levying approximately $14.82 per $100,000 of assessed value, raising about $1.2 million annually while bonds are outstanding, requiring citizen oversight, be adopted?”
The Bonds will be the first of three anticipated series of general obligation bonds issued pursuant to the authority received at the Bond Election.
The City is currently undertaking preliminary design and engineering work with respect to the improvements to be constructed with the proceeds of the Bonds. Work on the project is scheduled to commence in _____, 20___ and end by ______, 20___.
Estimated Sources and Uses of Funds
The estimated sources and uses of funds with respect to the Bonds are as follows:
Sources of Funds
Principal Amount of Bonds $
Plus: [Net] Original Issue Premium
Total Sources $
Uses of Funds
Deposit to Project Fund $
Deposit to Debt Service Fund(1)
Costs of Issuance(2)
Total Uses $
(1) To fund capitalized interest on the Bonds through September 1, 2023. (2) Includes all estimated costs of issuance including, but not limited to, underwriter’s discount, printing costs, and fees of bond counsel, disclosure counsel, the municipal advisor, the sub-consultant to the municipal advisor, the paying agent and rating agency.
Agenda Item #9.1.
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THE BONDS
Authority for Issuance
The Bonds are issued under the Bond Law and other applicable law. The City authorized the issuance of the Bonds pursuant to the Bond Resolution. The City received authorization at the Bond Election to issue $19,150,000 of general obligation bonds to finance the projects described in the Bond Measure, of which the Bonds represent the first series.
Description of the Bonds
Book-Entry Form. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Bonds. Payments of principal of and interest on the Bonds will be paid by the Paying Agent to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial Owners of the Bonds.
As long as DTC’s book-entry method is used for the Bonds, the Paying Agent will send any notice of prepayment or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the prepayment of the Bonds called for prepayment or of any other action premised on such notice.
The Paying Agent, the City, and the Underwriter have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the Bonds. See APPENDIX E for additional information.
Interest. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year (the “Interest Payment Dates”), commencing March 1, 2023. Interest on the Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: (i) a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date, (ii) a Bond is authenticated prior to an Interest Payment Date and after the close of business on the 15th day of the month preceding the Interest Payment Date (each, a “Record Date”), in which event it will bear interest from such Interest Payment Date, (iii) a Bond is authenticated on or before the first Record Date, in which event it shall bear interest from the Closing Date, or (iv) at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
Denominations and Maturity. The Bonds shall be issued in the denomination of $5,000 each or any integral multiple of $5,000. The Bonds mature on September 1 in the years and amounts set forth on the inside cover page hereof. See the maturity schedule on the inside cover page hereof and “DEBT SERVICE SCHEDULE” herein.
Agenda Item #9.1.
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Payment
Interest on the Bonds (including the final interest payment upon maturity) is payable by check of the Paying Agent mailed to the owner thereof at such owner’s address as it appears on the Registration Books (as defined below) at the close of business on the preceding Record Date, except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Bonds shall be paid by wire transfer on the succeeding Interest Payment Date to an account in the United States of America as shall be specified in such written request.
Principal of and redemption premium (if any) on the Bonds is payable in lawful money of the United States of America upon presentation and surrender at the principal office of the Paying Agent.
Redemption*
Optional Redemption. The Bonds maturing on or before September 1, 20__, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, 20__, are subject to redemption prior to maturity, at the option of the City, in whole or in part among maturities on such basis as designated by the City and by lot within a maturity, from any available source of funds, on September 1, 20__, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without redemption premium.
Mandatory Sinking Fund Redemption. The Term Bonds maturing on September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to redemption prior to their stated maturity date, without a redemption premium, in part by lot, from mandatory sinking fund payments on each September 1, in the principal amounts as set forth in the following tables:
$_______ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
(Maturity)
$_______ Term Bond Due September 1, 20__
Payment Date
(September 1)
Payment
Amount
(Maturity)
If some but not all of the Term Bonds have been optionally redeemed, the aggregate principal amount of Term Bonds to be subject to Mandatory Sinking Fund Redemption in each * Preliminary; subject to change.
Agenda Item #9.1.
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year will be reduced on a pro rata basis in integral multiples of $5,000, as designated in written notice filed by the City with the Paying Agent.
Redemption Procedure; Right to Rescind. The Paying Agent will cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, (i) to DTC and the Municipal Securities Rulemaking Board, and (ii) to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Registration Books (as defined below) maintained by the Paying Agent. Such mailing will not be a condition precedent to such redemption and failure to mail or to receive any such notice will not affect the validity of the proceedings for the redemption of such Bonds.
The City is entitled to send a redemption notice that declares that the redemption is conditional upon the availability of moneys to accomplish the redemption, and the City may rescind any notice of optional redemption of the Bonds by written notice to the Paying Agent on or prior to the date fixed for redemption, and the Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this section. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption. The City and the Paying Agent have no liability to the owners of the Bonds (the “Owners”) or any other party related to or arising from such rescission.
A redemption notice will state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, will designate the CUSIP numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and will require that such Bonds be then surrendered at the principal office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.
Partial Redemption. Upon surrender of Bonds redeemed in part only, the City will execute and the Paying Agent will authenticate and deliver to the owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
Effect of Redemption. From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and redemption premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Bond Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.
Registration, Transfer and Exchange of Bonds
Registration Books. The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Bonds (the “Registration Books”), which will at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the Bonds.
Agenda Item #9.1.
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Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The City may charge a reasonable sum for each new Bond issued upon any transfer.
Whenever any Bond or Bonds are surrendered for transfer, the City will execute and the Paying Agent will authenticate and deliver a new Bond or Bonds, for like aggregate principal amount of the same maturity and interest rate.
Exchange. Bonds may be exchanged at the principal office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity and interest rate. The City may charge a reasonable sum for each new Bond issued upon any exchange.
Defeasance
The City has the option to pay and discharge the entire indebtedness on all or any portion of the outstanding Bonds in any one or more of the following ways:
(a) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(b) by irrevocably depositing, in trust, at or before maturity:
(i) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity; or
(ii) Federal Securities (as defined below), the principal of and interest on, which when due, in the opinion of a certified public accountant delivered to the City, will provide money sufficient to pay the principal of and all unpaid interest and redemption premium (if any) to maturity on the Bonds to be paid, as such principal and interest become due.
(c) by delivering such Bonds to the Paying Agent for cancellation by it. “Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations, the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America.
Agenda Item #9.1.
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DEBT SERVICE SCHEDULE
The following table shows the debt service schedule with respect to the Bonds, assuming no optional redemptions. The City does not have any other general obligation bonds outstanding; however, the Bonds represent the first of three planned series of general obligation bonds to be issued pursuant to the authority granted by the Bond Measure.
Bond Year
Ending
September 1 Principal Interest
Total
Debt Service
2023(1)
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
Total
____________________
(1) Capitalized interest is being funded through September 1, 2023.
Agenda Item #9.1.
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SECURITY FOR THE BONDS
Ad Valorem Taxes
Bonds Payable from Ad Valorem Property Taxes. The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by the County. The City is empowered and is obligated, and under the Bond Resolution has covenanted, to annually levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates).
Levy and Collection; Teeter Plan. The City will levy and the County will collect such ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service. Such taxes, when collected, will be deposited into a debt service fund for the Bonds, which is maintained by the City and which is irrevocably pledged for the payment of principal of and interest on the Bonds when due.
City property taxes are assessed and collected by the County in the same manner, at the same time and in the same installments as other ad valorem taxes on real property and will have the same priority, 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 other ad valorem taxes on real property. As described below, the County has adopted a Teeter Plan and the City has elected to participate in the Teeter Plan. See “PROPERTY TAXATION – Alternative Method of Tax Apportionment – Teeter Plan.”
Annual Tax Rates. The amount of the annual ad valorem tax levied by the City to repay the Bonds will be determined by the relationship between the assessed valuation of taxable property in the City and the amount of debt service due on the Bonds. Fluctuations in the annual debt service on the Bonds and the assessed value of taxable property in the City may cause the annual tax rate to fluctuate.
Economic and other factors beyond the City’s control, such as economic recession, deflation of land values, a relocation out of the City or financial difficulty or bankruptcy by one or more major property taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood, fire, epidemic, or other natural disaster or event, could cause a reduction in the assessed value within the City and necessitate a corresponding increase in the annual tax rate. See “– COVID-19 Global Pandemic” herein.
Debt Service Fund
Pursuant to the Bond Resolution, the City will establish a debt service fund for the Bonds (the “Debt Service Fund”), which will be established as a separate fund to be maintained distinct from all other funds of the City. Proceeds of the Bonds used for capitalized interest on the Bonds and all taxes levied by the City pursuant to the Bond Resolution for the payment of the principal of and interest on the Bonds will be deposited in the Debt Service Fund by the City promptly upon receipt. The Debt Service Fund is pledged for the payment of the principal of and interest on the Bonds, when and as the same become due. The City will transfer amounts in the Debt Service Fund, to the extent necessary, to pay the principal of and interest on the Bonds as the same become due and payable, to the Paying Agent, as required to pay the principal of and interest on the Bonds.
Agenda Item #9.1.
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If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its General Fund, to be applied solely in a manner that is consistent with the requirements of applicable state and federal tax law.
Limited Obligation
The Bonds are payable solely from the proceeds of an ad valorem tax levied by the City, and collected by the County, for the payment of principal of and interest on the Bonds. Although the County is obligated to collect the ad valorem tax for the payment of the Bonds, the Bonds are not a debt of the County.
Statutory Lien
In accordance with Section 53515 of the California Government Code, the Bonds are secured by a statutory lien on all revenues received pursuant to the levy and collection of the ad valorem tax. This lien automatically arises without the need for any action or authorization by the City or the City Council, and shall be valid and binding from the time the Bonds are executed and delivered. The revenues received pursuant to the levy and collection of the ad valorem tax shall be immediately subject to the lien, and the lien shall immediately attach to the revenues and be effective, binding, and enforceable against the City, its successors, transferees, and creditors, and all others asserting rights therein, irrespective of whether those parties have notice of the lien and without the need for any physical delivery, recordation, filing, or further act.
COVID-19 Global Pandemic
General. The 2020 outbreak of COVID-19 (“COVID-19”) has impacted local agencies such as the City throughout the United States and the world. Notwithstanding that several vaccines appear to have been effective, the spread of COVID-19 and related variants is ongoing, and future actions to reduce its spread and its impact on global and local economies are uncertain and cannot be predicted.
The City reports that its sales tax and transient occupancy tax exceeded pre-pandemic levels in Fiscal Year 2022 and for Fiscal Year 2023 are projected to exceed Fiscal Year 2019 levels. Although COVID-19 has not materially impacted the City’s finances to date, no assurance can be given as to future impacts. The COVID-19 pandemic remains going and could result in future economic impacts that could adversely affect assessed values in the City and/or the willingness of property owners to pay their property taxes when due. See “PROPERTY TAXATION – Alternative Method of Tax Apportionment – Teeter Plan” and “APPENDIX A.” Agenda Item #9.1.