HomeMy WebLinkAboutCC Res 3794 1988-06-20
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RESOLUTION NO. ~~~
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH,
PROVIDING FOR THE ISSUANCE AND SALE OF ITS 1988 ~AX AND REVENUE
ANTICIPATION NOTES IN AN AMOUNT NOT TO EXCEED $2,500,000;
APPROVING OFFICIAL STATEMENT, TERMS OF SALE, NOTE PURCHASE
AGREEMENT; APPOINTING BOND COUNSEL AND FINANCIAL CONSULTANT;
PLEDGING REVENUES AND ENTERING INTO CERTAIN TAX COVENANTS IN
CONNECTION WITH SAID NOTES
WHEREAS, in order for the City of Seal Beach (the "City") to
meet its lawful obligations prior to the receipt of revenue and
, taxes in fiscal year 1988-89, it is necessary to temporarily'
borrow funds in the amount of the "maximum anticipated cumulative
cash flow deficit" as defined by Section 1.103-14(c) (2) of Title
26 pf the Code of Federal Regulations, rounded to the nearest
hundred thousand dollars, but not to exceed Two Million Five
Hundred Thousand Dollars ($2,500,000), with such funds to be
used for any purpose for which the City is authorized to expend
moneys, in accordance with Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code of the State of
California (commencing with Sections 53850 through 53858) (the
"Act");
WHEREAS, the City may borrow for such purposes, such
indebtedness to be represented by tax and revenue anticipation
notes (the "Notes") issued pursuant to the Act;
WHEREAS, the City Council of the city (the "City Council")
is in need of legal services and special consultation and advice
in connection with the issuance and sale of the Notes;
WHEREAS, there has been presented to the City Council a
proposal of Security Pacific Merchant Bank to act as Financial
Consultant in connection with sale of the Notes;
WHEREAS, there has been presented to the City Council a
Request for Proposal and Terms of Sale and Note Purchase
Agreement which will be presented to a number of Underwriters;
WHEREAS, the City Council now wishes to approve such Request
for Proposal and Terms of Sale and Note Purchase Agreement and to
authorize the Financial Consultant to solicit proposals for
purchase of the Notes;
WHEREAS, the City Council wishes to authorize the Finance
Director/Treasurer to enter into the Note Purchase Agreement with
the Underwriter presenting the proposal which will result in the
lowest net interest cost to the City and to issue the Notes upon
such terms;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Seal Beach, State of California, as follows:
Section 1. The City Council has reviewed all proceedings
heretofore taken relative to the issuance of the Notes and has
found, as a result of such review, and hereby finds and
determines that all acts, conditions and things required by law
to exist, happen and be performed precedent to and in the
issuance of the Notes have existed, happened and been performed
in due time, form and manner as required by law, and the City
Council is duly authorized to issue the Notes in the name of the
City and to incur indebtedness in the manner and upon the terms
provided in this resolution.
Section 2. The City hereby appoints the firm of Buchalter
. ,
Nemer, F~elds & Younger, a Professional Corporation, as bond
counsel ("Bond Counsel") to provide legal services in connection
Resolution Number ~19~
with the issuance and sale of the Notes. The City Council agrees
that the appointment of Bond Counsel will not prevent Bond
Counsel from continuance as attorney for parties which may
currently have disputes, legal or otherwise, with the City which
do not involve confidential information which Bond Counsel gained
from its representation of the city under such appointment, nor
will Bond Counsel be prevented from acting as attorney in the
future for clients which have disputes, legal or otherwise, with I
the City which do not involve confidential information which Bond
Counsel gained from its representation of the City under this
appointment, even though the same may result in litigation, and
the City specifically consents to Bond Counsel's representation
of such present or future clients of Bond Counsel despite such
possible conflict.
section 3. The City hereby appoints Security Pacific
Merchant Bank as Financial Consultant (the "Financial
Consultant"), and authorizes such Financial Consultant to solicit
proposals from Underwrite~s for purchase of the Notes upon the
terms contained in the "Request for Proposal and Terms of Sale",
attached hereto as Exhibit A and by this reference incorporated
herein.
Section 4. Negotiable notes in the name of the City in an
aggregate principal amount of the "maximum anticipated cumulative
cash flow deficit" as defined by section 1.103-14 (c) (2) of Title
26 of the Code of Federal Regulations, rounded to the nearest
hundred thousand dollars, but not to exceed Two Million Five
Hundred Thousand Dollars ($2,500,000), shall be issued for any
purposes for which the City is authorized to expend moneys, under
and subject to the terms of this resolution and in accordance
with the provisions of the Act.
Except as provided below, the holder of all of the Notes
shall be The Depository Trust company, New York, New York ("DTC")
and the Notes shall be registered in the name of CEDE & Co., as
nominee for DTC. The Notes shall be initially executed and
delivered in the form of a single fully registered Note in the
full aggregate principal amount of the Notes. The city may treat
DTC (or its nominee) as the sole and exclusive owner of the Notes
registered in its name for all purposes of this Resolution, and
the City shall not be affected by any notice to the contrary.
The City shall not have any responsibility or obligation to any
participant of DTC (a "Participant"), any person claiming a
beneficial ownership interest in the Notes under or through DTC
or any Participant, or any other person which is not shown on the
register of the City as being a holder, with respect to the
accuracy of any records maintained by DTC or any Participant pr
the payment by DTC or any Participant of any amount in respect of
the principal or interest with respect to the Notes. The City
shall pay all principal and interest with respect to the Notes
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 Notes
to the extent of the sum or sums so paid. Except under the
conditions noted below, no person other than DTC shall receive a
Note. Upon delivery oy 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 Notes and
delivers a written certificate to DTC to that effect, DTC shall
notify the participants of the availability through DTC of Notes.
In such event, the City shall issue, transfer and exchange Notes
as requested by DTC and any other holders in appropriate amounts.
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Resolution Number ~~~
DTC may determine to discontinue providing its services with
respect to the Notes 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 Notes 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 Notes evidencing the Notes to any
DTC Participant having Notes credited to its DTC account or (b)
arrange for another securities depository to maintain custody of
certificates evidencing the Notes.
Notwithstanding any other provision of this Resolution to
the contrary, so long as any Note is registered in the name of
CEDE & Co., as nominee of DTC, all payments with respect to the
principal and interest with respect to such Note and all notices
with respect to such Note shall be made and given, respectively,
to DTC I~ provided in the Representation Letter delivered on the
date of issuance of the Notes.
Section 5. The Finance Director/Treasurer acting upon the
advice of Bond Counsel, is authorized and directed to determine
the amount of the "maximum anticipated cumulative cash flow
d~ficit" as defined by Section 1.103-14(c} (2) of Title 26 of the
Code of Federal Regulations, rounded to the nearest hundred
thousand dollars, and to enter such amount into the Note Purchase
Agreement; provided, however, that such amount shall not exceed
Two Million Five Hundred Thousand Dollars ($2,500,000).
Section 6. The form of Note Purchase Agreement, attached
hereto as Exhibit B, and by this reference incorporated herein,
is hereby approved. The Finance Director/Treasurer is authorized
to enter into such Note Purchase Agreement with the Underwriter
presenting the proposal to enter into such Note Purchase
Agreement at the lowest net interest cost to the City; provided,
however, that such rate of interest for the Notes does not exceed
twelve percent (12%) per annum, and to insert said rate in said
Note Purchase Agreement. The Finance Director/Treasurer or his
designee is hereby authorized and directed to execute the Note
Purchase Agreement in the name of and on behalf of the City.
Section 7. The Notes shall be dated tne date of delivery
and shall bear interest at the rate of interest provided for in
the Note Purchase Agreement. Such interest shall be payable on
maturity. The Notes shall mature on July 11, 1989, shall be
numbered from 1 consecutively upward in order of their issuance,
and shall be issued in the denomination of $5,000, or any
integral multiple thereof. Both the principal of and interest on
the Notes shall be payable in lawful money of the United States
of America upon presentation and surrender at the offices of
Security Pacific Merchant Bank in Los Angeles, California.
Section 8. The Notes shall not be subject to call or
redemption before their fixed maturity date.
Section 9. The Notes shall be issued without coupons and
shall be in substantially the following form, the blanks in said
form to be filled in with appropriate words or numbers to comply
with the provisions of this resolution:
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
1988 TAX AND REVENUE ANTICIPATION NOTE
Number
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CUSIP
Resolution Number ~~~
FOR VALUE RECEIveD, the City of Seal Beach, a municipal
corporation organized and existing under and by virtue of the
laws of the State of california (hereinafter the "city"),
promises to pay to on July , 1989, the principal sum of
FIVE THOUSAND DOLLARS ($5,000) in-lawful money of the United
States of America, with interest thereon at the rate of
HUNDREDTHS PERCENT (-.--%) per annum from the
date hereof and payable on maturity. Interest shall be computed
on a 30-day month and 360-day year basis. Both the principal of
and the interest on this note (hereinafter "Note") shall be I
payable only upon surrender of this Note, as the same shall
become due, at the office of the Finance Director/Treasurer of
the City, in the City of Seal Beach, California; provided,
however, no interest shall be payable for any period after
maturity during which the holder hereof fails to properly present
this Note for payment.
This Note is a "qualified tax-exempt obligation" within the
meaning of Section 265(b}(3) of the Internal Revenue Code of
1986, as amended.
This Note is part of an issue of Million Dollars ($-,---
,000) in aggregate principal amount of notes (the "Notes") issued
by the City Council of the City of Seal Beach, State of
California in the name and on behalf of the City, under and in
accordance with the provisions of Article 7,.6 of Chapter 4 of
Part 1 of Division 2 of Title 5 of the California Government Code
(constituting Sections 53850 through 53858, inclusive, of said
Code), and a resolution duly adopted by the City council on June
20, 1988.
Payment of the principal of and the interest on this Note
are secured by a pledge of and first lien and charge against
moneys to be received by the City in fiscal year 1988-89 from the
first taxes, income, revenue, cash receipts and other moneys I
intended as receipts for the general fund of the City and
generally available for the payment of current expenses and other
obligations of the City (the "Unrestricted Revenues"), to be
received by the City in the month of December 1988, in an amount
sufficient to pay forty percent (40%) of the aggregate principal
amount of the Notes outstanding; the first Unrestricted Revenues
to be received by the City in the month of April 1989, in an
amount sufficient to pay forty percent (40%) of the aggregate
principal amount of the Notes outstanding; and the first
Unrestricted Revenues to be received by the City in May 1989 in
an amount sufficient to pay twenty percent (20%) of the aggregate
principal amount of the Notes outstanding, plus an amount
sufficient to pay the interest to become due on the Notes at
maturity. If the full amount of the Unrestricted Revenues
pledged in any particular month to a repayment of the Notes has
not been received by the City by the thirtieth day of such month,
the City shall make up such deficiency from any other moneys of
the city lawfully av&ilab~e th~refor. The principal of and
the interest on this Note shall be payable from said pledged
moneys and from all other income, revenue, cash receipts and
moneys of the City lawfully available therefor. However, the
Notes are payable only from revenue received or accrued during
the fiscal year in which the Notes are issued.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Notes I
are issued in conformity with the laws of the State of California
and the proceedings of the City Council of the City; that all
acts, conditions and things required to exist, happen and be
performed precedent to and in the issuance of the Notes have
existed, happened and been performed in regular and due time,
form and manner as required by law; and that the Notes, together
with all other indebtedness and obligations of the City, do not
exceed any limit prescribed by the Constitution and statutes of
the State of California.
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Resolution Number ~~
IN WITNESS WHEREOF, the City Council of the City has caused
this Note to be executed by the Mayor and the Finance
Director/Treasurer of the City, and to be countersigned by the
City Clerk, which signatures may be manual or facsimile
signatures, except that one of such signatures shall be manually
affixed, and has caused a facsimile of the official seal of the
City to be imprinted hereon, and has caused this Note to be dated
July _, 1988.
Finance Director/Treasurer
of the City of Seal Beach
Mayor Joe Hunt
City of Seal Beach
COUNTERSIGNED:
City Clerk of the
City of Seal Beach
Section 10. The Mayor and the Finance Director/Treasurer of
the City are hereby authorized and directed to sign each of the
Notes, and the city Clerk is hereby authorized and directed to
countersign each of the Notes, and the City Clerk is hereby
authorized and directed to impress or cause to be imprinted by
facsimile the official seal of the city on each of the Notes.
Anyone or two of such signatures may be printed, lithographed or
engraved by facsimile signature, but at least one of such
signatures shall be manual. Such c;gning, countersigning and
sealing as herein provided shall be sufficient and binding
execution of the Notes in the name and on behalf of the City.
Section 11. All proceeds of sale of the Notes shall be
deposited into the general fund of the City, to be withdrawn and
expended for any purpose for which the City is authorized to
expend money, including, but not limited to, current expenses,
capital expenditures, and the discharge of any obligation or
indebtedness of the City.
The City Council covenants on behalf of itself and the City
that the City will not make any use of the proceeds of the Notes
which will cause the Notes to be "arbitrage bonds" subject to
federal income taxation by reason of Sections 103(b} or
148 of the Internal Revenue Code of 1986, as amended (the
"Code"). To that end, so long as any of the Notes are
outstanding, the City and its appropriate officers and employees
shall comply with all requirements of said sections 103(b} and
148 and all regulations issued thereunder, to the extent that
such requirements are, at the time, applicable and in effect.
In order to maintain the exemption from federal income
taxation of interest on the Notes and for no other purpose, the
City Council covenants to comply with each applicable requirement
of the Code and specifically covenants:
(a) That it shall file such reports or other documents with
the Internal Revenue Service as are required by the Code and the
Treasury Regulations; and
(b) That it shall cause none of the gross proceeds of the
Notes to be invested in investments which are deemed to be
"federally guaranteed" within the meaning of Section 149(b) of
the Code.
Resolution Number ~1?';'
The Finance Director/Treasurer is authorized and directed to
ensure compliance with these covenants.
section 12. The principal of the Notes and the interest
thereon shall be secured by a pledge of and first lien and charge
against moneys to be received by the City in fiscal year 1988-89
and the City hereby pledges the first taxes, income, revenue,
cash receipts and other moneys intended as receipts for the
general fund of the City and generally available for the payment
of current expenses and other obligations of the City (the
"Unrestricted Revenues"), to be received by the City in the month
of December 1988, in an amount sufficient to pay forty percent
(40%) of the aggregate principal amount of the Notes outstanding;
the first Unrestricted Revenues to be received by the City in the
month of April 1989, in an amount sufficient to pay forty percent
(40%) of the aggregate principal amount of the Notes outstand~ng;
and the first Unrestricted Revenues to 0e '.:...eived by the City in
May 1989 in an amount sufficient to pay twenty percent (20%) of
the aggregate principal amount of the Notes outstanding, plus an
amount sufficient to pay the interest to become due on the Notes
at maturity. If the full amount of the Unrestricted Revenues
pledged in any particular month to a repayment of the Notes has
not been received by the City by the thirtieth day of such month,
the city shall make up such deficiency from any other moneys of
the City lawfully available for the pay~ent of the principal of
and the interest on the Notes. Such amounts shall hereinafter be
called the "Pledged Moneys."
There is hereby established and created a special fund,
designated the "City of Seal Beach 1988 Tax and Revenue
Anticipation Note Payment Fund" (hereinafter called "Payment
Fund"), into which the Finance Director/Treasurer shall deposit
all of said Pledged Moneys promptly at the time of receipt
thereof. The principal of the Notes and the interest thereon
shall be payable from said Pledged Moneys and from all other
income, revenue, cash receipts and moneys of the City lawfully
available for the payment of the principal of the Notes and the
interest thereon. However, the Notes are payable only from
revenues received or accrued during the fiscal year in which
issued.
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Moneys shall be withdrawn from the Payment Fund for the sole
purpose of paying the principal of and the interest on the Notes
as the same shall become due and payable. Any money deposited in
the Payment Fund may be invested as permitted by law, except that
no such investment shall have a maturity date later than the
maturity date of the Notes. Proceeds of any such investments may
be transferred to the general fund of the city. Any moneys
remaining in the Payment Fund after payment of the principal and
interest on the Notes may be released to the general fund.
Section 13. The City Council hereby finds and determines
that the aggregate principal amount of the Notes, together with
interest thereon, does not exceed eighty-five percent (85%) of
the estimated amount of the now uncollected taxes, income,
revenue, cash receipts and other moneys of the City which will be
available for the payment of the principal of and the interest on
the Notes.
section 14. The Finance Director/Treasurer of the City is I
hereby authorized and directed to deliver the Notes to the
Underwriter upon payment of the purchase price, namely, a sum not
less than the aggregate principal amount of the Notes, plus
premium, if any, as provided in the Proposal submitted by the
Underwriter. The Notes shall bear interest, payable at the
maturity of the Notes, at the rate set forth in the Note Purchase
Agreement.
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Re~olu~ion Number ~~~*'
~:.. -;.~
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Section 15. The Finance Director/Treasure~ of the City is
directed to cause to be lithographed, printed or engraved a
sufficient number of blank notes of suitable quality, said notes
to show on their faces that the same bear interest at the rates
aforesaid, and to cause the blank spaces therein to be filled in
to comply with the provisions of this resolution, and to procure
their execution by the proper officers, and to deliver said notes
when so executed to the Underwriter upon the receipt of the
purchase price.
Section 16. The Mayor or the Finance Director/Treasurer of
the City or his authorized deputy is further authorized and
directed to make, execute and deliver to the Underwriter (a) a
certificate attesting to the use of the proceeds of the Notes,
the investment thereof, and any other matters relating to the tax
exemption of the Notes pursuant to Sections 103(b} and 148 of the
Code; (b) a certificate certifying to the genuineness and due
execution of the Notes; and (c) a receipt evidencing the payment
of the purchase price of the Notes, which receipt shall be
conclusive evidence that said purchase price has been paid and
has been received by the City of Seal Beach. Any purchaser or
subsequent taker or holder of the Notes is hereby authorized to
rely upon and shall be justified in relying upon any such
certificate or.receipt with respect to the Notes executed
pursuant to the authority of this resolution. Such officers of
the City are further directed to timely file the appropriate
Internal Revenue Service form in the 8038 series with respect to
the Notes. Such officers are hereby authorized to execute any
and all other documents required to consummate the sale and
delivery of the Notes.
Section 17. The Preliminary Official Statement, in
substantially the form presented to this meeting together with
such changes as shall be approved by the Finance
Director/Treasurer and made a part hereof as though set forth in
full herein, be and the same is hereby approved for use in
connection with the offering and sale of the Notes. The City
Clerk is directed to file a copy of such Preliminary Official
Statement with this Resolution. The Finance Director/Treasurer
is hereby authorized to approve a final Official statement and
its use in connection with the offering and sale of the Notes.
The Finance Director/Treasurer is hereby authorized and directed,
upon approval of the final Official Statement, to execute the
final Official Statement and any amendment and supplement
thereto, in the name and on behalf of the City, and thereupon to
cause the Official Statement and any such amendment or supplement
to be delivered to the Underwriter with such approval to be
conclusively evidenced by his execution and delivery thereof.
Section 18. The City Council finds and determines that the
aggregate face amount of all tax-exempt bonds (other than private
activity bonds) issued by the City Council (and all subordina~e
entities thereof) during the 1988 calendar year is not rE~su..~wly
expected to exceed Five Million Dollars ($5,000,000).
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The City Council ~urther specifically finds, determines and
declares that the Notes are designated to be "qualified
tax-exempt obligations" for purposes of Section 265(b} (3) of the
Code.
Section 19. This resolution shall take effect from and
after its passage and adoption.
APPROVED AND ADOPTED this 20th day of June, 1988.
~~r
~Ph Hu
or
Resolution Number 4f9r
anne M. Yea
ty Clerk of the
ity of Seal Beach
I, Joanne M. Yea, City Clerk of the City of Seal Beach do
hereby certify that the foregoing resolution was passed at a
regular meeting of the City Council of the City of Seal Beach on
the 20th day of June, 19BB, by th~fOllOW~ v~t~ ~ J,.
AYE.S: COUNCIL MEMBERS: ~~~~?)~~
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAINED:
COUNCIL MEMBERS:
J e M. Yea
y Clerk of the
City of Seal Beach
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Resolution Number ~,,~
TERMS OF SALE
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CITY OF SEAL BEACH
1988 TAX AND REVENUE ANTICIPATION NOTES
ISSUE AND DENOMINATION: $ , designated "City of Seal
Beach 1988 Tax and Revenue Anticipation Notes" (the "Notes"),
consisting of non-registrable, negotiable notes, without coupons.
The Notes shall be issued in such denominations of $5,000 or
integral multiples as shall be specified by the Underwriter.
DATE AND MATURITIES: The Notes will be dated their date of
delivery which is expected to be July 12, 1988, and will all
mature 365 days thereafter.
INTEREST RATE: The maximum interest rate bid may not exceed
twelve percent (12%) per annum, payable upon maturity of the
Notes. Prospective Underwriters must specify the rate of
interest which the notes bid upon shall bear, provided that: (i)
all Notes bid upon shall bear the same interest rate; (ii) no
Note shall bear more than one rate of interest; (iii) each Note
bid upon shall bear interest from its date to its stated maturity
at the interest rate specified in the bid; (iv) the interest rate
specified must be in a multiple of 1/1000 of one percent (l%).
OUALIFIED OBLIGATION: The Notes will be designated by the
City Council as a "qualified tax-exempt obligation" within the
meaning of Section 265 (b) (3)(B) of the Internal Revenue Code of
1986, as amended.
REDEMPTION: The Notes are. not subject to call and
redemption prior to maturity.
PAYMENT: Both principal and interest are payable in lawful
money of the United States of America at the office of the
Finance Director/Treasurer of the City in Seal Beach, California.
FORM OF PROPOSAL: Proposals must be for not less than the
aggregate principal amount of the Notes and the par value
thepeof. Each Proposal, together with Prospective Underwriter's
check, must be enclosed in a sealed envelope addressed to the
City at the address mentioned above not later than 10:00 A.M.,
Pacific Daylight Time, ("P.D.T."), on the date of sale specified
in the Request for Proposal, and endorsed "Proposal for the
Purchase of City of Seal Beach 1988 Tax and Revenue Anticipation
Notes. " Each proposal must be in accordance with the terms and
conditions set forth herein, and must be submitted on, or in
substantial accordance with, the Proposal form attached hereto.
ESTIMATE OF NET INTEREST COSTS: Prospective Underwriters
are requested (but not required) to supply an estimate of the
total net interest cost to the City on the basis of their
respective bids, which shall be considered as informative only
and not binding on the Prospective Underwriter.
BASIS OF SELECTION: The Note Purchase Agreement will be
entered into with the Underwriter providing for the lowest net
interest cost including premium in such Underwriter's ProposaL
No Proposal for less than par and accrued interest (Which
interest shall be computed on a 30-day month, 360-day year basis)
will be entertained. In the event two or more Proposals setting
forth identical interest rates and premium per dollar principal
amount, if any, and aggregating a principal amount in excess of
the principal amount of unawarded Notes are received, the City
res~rves the right to exercise its own discretion and judgment in
mak1ng the award and may award the Notes on a pro rata basis in
such denominations as the City Shall determine.
Exhibit A
Resolution Number .J1?1
GOOD FAITH CHECK: A certified or cashier's check (or
equivalent) drawn on a responsible bank or trust company in the
amount of one percent (1%) of the principal amount of Notes bid
upon, payable to the order of the city of Seal Beach, must
accompany each proposal as a guarantee that the Underwriter, if
its Proposal is accepted, will execute the Note Purchase
Agreement and accept and pay for the Notes in accordance with the
terms of the Note Purchase Agreement. The check accompanying any
accepted Proposal shall be deposited by the Finance
Director/Treasurer to the general fund of the City and applied to I
the purchase price or, if such Note Purchase Agreement is
executed but not performed, unless such failure of performance
shall be caused by an act or omission of the City, it shall then
be retained by the City. The check accompanying each unaccepted
Proposal will be returned promptly. If only a part of the Notes
in.a Proposal are the subject of a Note Purchase Agreement, the
amount of the good faith check will be prorated and the
Underwriter may substitute a check for the prorated amount in
place of the good faith check check accompanying the Proposal.
PROMPT AWARD: The City will take action awarding the Notes
or rejecting all Proposals not later than twenty-six (26) hours
after the expiration of the time herein prescribed for the
receipt of Proposals unless such time of award is waived by the
Underwriter.
UNDERWRITER'S CERTIFICATE: The Underwriter must provide the
City, on or before 8:00 A. M., P.D.T., on the day of the Closing,
the initial price to the public or final purchasers thereof (not
including bond houses and brokers or similar persons or
organizations acting in the capacity of underwriters or
wholesalers) at which a substantial amount of the Notes nave been
committed to be sold.
DELIVERY AND PAYMENT: It is estimated that delivery of the
Notes will be made to the Underwriter in the City of New York,
New York on or about July 12, 1988. Payment of the purchase
price (less the amount of the good faith check mentioned above)
must be made in funds immediately available to the City of Seal
Beach in Seal Beach, California. The cost of printing the Notes
will be borne by the city.
RIGHT OF CANCELLATION: The Underwriter shall have the
right at its option to cancel the Note Purchase Agreement if the
City shall fail to execute the Notes and tender the same for
delivery within thirty (30) days from the date of sale thereof,
and in such event, the Underwriter shall be entitled to the
return of its good faith check.
RIGHT OF REJECTION: The City Council reserves the right, in
its discretion, to reject any and all Proposals and to waive any
irregularity or informality in any Proposal.
PURPOSE OF ISSUE: The Notes are to he issued by the City
Council of the City of Seal Beach and are authorized pursuant to
the provisions of sections 53850-53858 of the Government Code of
the State of California and the provisions of a resolution of
said City Council, for any purpose for which the city is
authorized to expend moneys.
SECURITY: The Notes are obligations of the City and are
secured by a pledge of and first lien and charge against moneys
to be received by the City in fiscal year 1988-89: (a) the first
taxes, income, revenue, cash receipts and other moneys intended
as receipts for the general fund of the city and generally
available for the payment of current expenses and other
obligations of the City (the "unrestricted Revenues"), to be
received by the City in December 1988, in an amount sufficient to
pay forty percent (40%) of the aggregate principal amount of the
Exhibit A
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Resolution Number ~~~
Notes outstanding; (bl the first Unrestricted Revenues to be
received by the City in April 1989, in an amount sufficient to
pay forty percent (40%) of the aggregate principal amount of the
Notes outstanding; and (cl the first Unrestricted Revenues, plus
an amount sufficient to pay the interest to become due on the
Notes at maturity, to be received by the City in May 1989 in an
amount sufficient to pay twenty percent (20%) of the aggregate
principal amount of the Notes outstanding.
Said pledged moneys shall be deposited by the Finance
Director/Treasurer of the City in a special account established,
created and maintained by said Finance Director/Treasurer in the
name and on behalf of the City. Moneys shall be withdrawn from
said account for the sole purpose of paying the principal of and
the interest on the Notes as the same shall become due and
payable.
By statute, the Notes are declared to be a general
obligation of the city and to the extent not paid from said
pledged moneys shall be paid with the interest thereon from any
other moneys of the City lawfully available therefor. Under
provisions of the California Constitution, the City is generally
prohibited from incurring any indebtedness or liability exceeding
in any year the income and revenue provided for such year,
without the assent of two-thirds of its qualified electors voting
at an election called for such purpose. If the full amount of
the Unrestricted Revenues pledged in any particular month to a
repayment of the Notes has not been received by the City by the
twentieth day of such month, the City shall make up such
deficiency from any other moneys of the City lawfully available
therefor. However, the Notes are payable only from revenue
received or accrued during the fiscal year in which issued.
CALIFORNIA DEBT ADVISORY COMMISSION: The City has duly
notified the California Debt Advisory Commission ("CDAC") of the
proposed sale of the Notes. Payment of all fees to CDAC in
connection with sale and issuance of the Notes shall be the sole
responsibility of the Underwriter. CDAC may invoice the
Underwriter after the Closing for such fees due for the sale and
issuance of the Notes.
OFFICIAL STATEMENT: The City Council will approve an
Official Statement relating to the Notes and will provide the
Underwriter with up to 100 copies of such Official Statement
upon request. A copy of the Preliminary Official statement and
any other information concerning the proposed financing will be
furnished upon request to the financial consultant of the City,
Security Pacific Merchant Bank, 300 South Grand Avenue, HCP211,
Los Angeles, California 90071, telephone (9213) 229-1471.
Exhibit A
Resolution Number 3794
,
PROPOSAL FORM
$
CITY OF SEAL BEACH
1988 TAX AND REVENUE ANTICIPATION NOTES
Honorable City Council of the
City of Seal Beach
c/o Security Pacific Merchant Bank
300 South Grand Avenue
2lst Floor
Los Angeles, California 90071
Gentlemen:
. We offer to purchase all, but not less than all, of the
aggregate principal amount of Notes of the City of Seal Beach,
more particularly described in Preliminary Official Statement
provided to us with this Proposal Form and pursuant to the terms
described in the Terms of Sale at a purchase price of
$ , said interest to be payable at the rate set forth
below:
Maturity
Date
Price
Yield
Par Amount
Our calculation of the net interest cost is %. This
calculation is considered to be informative only and is not part
of the proposaL If selected as Underwriter for the issue, we
agree to enter into a Note Purchase Agreement substantially in
the form provided to us with this Proposal form.
Respectfully submitted,
Name
Account Manager
By
Address
City
State
Telephone
Exhibit A
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Resolution Number 3'?9~
1988 TAX AND REVENUE ANTICIPATION NOTES
OF CITY OF SEAL BEACH,
STATE OF CALIFORNIA
July
, 1988
Honorable City Council of the
City of Seal Beach
Seal Beach, California
The Undersigned (the "Underwriter"), acting on behalf of
itself, offers to enter into this agreement with the City of Seal
Beach, California (the "City"), which, upon your acceptance
hereof, will be binding upon the city and the Underwriter. This
offer is made subject to the acceptance by the City Council of the
.city of Seal Beach on or prior to 12:00 p.m., Pacific Daylight
Time ("P.D.T.") on the of , 1988, and written delivery
of such acceptance to us at or prior to 5:00 p.m., on the of
_, 1988.
1, Purchase and Sale of the Notes. Upon the terms and
condi tions and in reliance upon the representations, warranties
and agreements herein set forth, we hereby agree to purchase from
the City for reoffering to the public, and the City hereby agrees
to sell to the Underwriter for such purpose, all (but not less
than all) of $ in aggregate principal amount of tax and
revenue anticipation notes of the City of Seal Beach (the
"City"), more particularly described below.
2. Issue and Denomination. The notes shall be in the
aggregate principal amount of $ , designated "City of Seal
Beach 1988 Tax and Revenue Anticipation Notes" (the "Notes"),
consisting of non-registrable, negotiable notes, without coupons.
The Notes shall be issued in such denominations, of $5,000, or any
integral multiple thereof, as shall be specified by the
Underwriter. The aggregate purchase price to be paid by the
Underwriter for the Notes shall be $ ,
comprised of the aggregate principal amount of $
[plus a.premium of $ ].
A certified or cashier's check (or equivalent) drawn on a
responsible bank or trust company in the amount of $ ,
payable to the order of the City of Seal Beach, is furnished
herewith for deposit by the Finance Director/Treasurer of the City
to the general fund of the City as a guarantee that the
Underwriter will accept and pay for the Notes in accordance with
the terms of this Contract of Purchase. The amount of the good
faith check is to be applied to the purchase price of the Notes;
provided, however, that if the Underwriter shall not perform this
Contract of Purchase, unless the failure of performance shall be
caused by an act or omission of the City, the amount of the good
faith check shall be retained by the City.
3. Date and Maturities. The Notes will be dated July
, 1988, and will all mature on July __, 1989.
Interest Rate. The Notes shall bear interest at
percent (__%) per annum, payable upon
computed on the basis of a 30-day month,
4.
the rate of
maturity of the Notes,
360-day year.
5. Qualified Obligation. The Notes shall have been
designated by the City as a "qualified tax-exempt obligation"
within the meaning of Section 265 (b) (3) (B) of the internal
Revenue Code of 1986, as amended.
6. Redemption. The Notes are not subject to call and
redemption prior to maturity.
Exhibit B
Resolution Number .1191
7. Payment. Both principal and interest are payable
in lawful money of the united States of America at the office of
the Finance Director/Treasurer of the City in Seal Beach,
California.
8. Purpose of Issue. The Notes are to be issued by
the City Council (the "City council") of the city of Seal Beach
(the "City") in the name and on behalf of the City and are
authorized pursuant to the provisions of Sections 53850-53858 of
the Government Code of the State of California and the provisions
of a resolution of said City Council, for any purpose for which I
the City is authorized to expend moneys.
9. Security. The Notes are obligations of the City
and are secured by a pledge of and first lien and charge against
moneys to be received by the City in fiscal year 1988-89 from
taxes, income, revenue, cash receipts and other'moneys intended as
'receipts for the general fund of the City (the "Unrestricted
Revenues") from (a) the first taxes, income, revenue, cash
receipts and other moneys intended as receipts for the general
fund of the City and generally available for the payment of
current expenses and other obligations of the City (the
"Unrestricted Revenues"), to be received by the City in December
1988, in an amount sufficient to pay forty percent (40%) of the
aggregate principal amount of the Notes outstanding; (b) the first
Unrestricted Revenues to be received by the City in April 1989, in
an amount sufficient to pay forty percent (40%) of the aggregate
principal amount of the Notes outstanding; and (c) the first
Unrestricted Revenues, plus an amount sufficient to pay the
interest to become due on the Notes at maturity, to be received by
the city in May 1989 in an amount sufficient to pay twenty percent
(20%) of the aggregate principal amount of the Notes outstanding.
If the full amount of the Unrestricted Revenues pledged in any
particular month to a repayment of the Notes has not been received
by the City by the twentieth day of such month, the City shall
make up such deficiency from any other moneys of the City lawfully I
available therefor. Such amounts shall hereinafter be called the
"Pledged Moneys."
The City covenants that: (a) said Pledged Moneys, when
received, shall be deposited by the Finance Director/Treasurer of
the City in a special account established, created and maintained
by said Finance Director/Treasurer in the name and on behalf of
the City; (b) moneys shall be withdrawn from said account for the
sole purpose of paying the principal of and the interest on the
Notes as the same shall become due and payable, except that such
moneys may be invested in legal investments of the City which
mature prior to the maturity date of the Notes.
10. Underwriter's Certificate. The Underwriter agrees
to provide the City, on or before 8:00 A.M., P.D.T., on the day of
Closing, the initial price to the public or final purchasers
thereof (not including bond houses and brokers or similar persons
or organizations acting in the capacity of underwriters or
wholesalers) at which a substantial amount of the Notes have been
committed to be sold.
11. Closing. The city agrees to deliver the Notes to
the Underwriter in the City of Los Angeles, California or in the'~
City of New York, New York on or about July 6, 1988. Payment of
the purchase price (less the amount of the good faith check
mentioned below) must be made in funds immediately available to
the City in Seal Beach, California. The cost of printing the
Notes will be borne by the City.
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12. Right of Cancellation. The Underwriter shall have
the right at its option to cancel this Contract of Purchase if the
City shall fail to execute the Notes on behalf of the City and
tender the same for delivery within thirty (30) days from the
date of hereof, and in such event, the Underwriter shall be
entitled to the return of the good faith check tendered herewith.
Exhibit B
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Resolution Number ~;'~~
13. Change in Tax Exempt status. At any time before
the Notes are tendered for delivery, the Underwriter may disaffirm
and withdraw this Contract of Purchase if the interest received by
private holders from notes of the same type and character shall be
declared to be taxable income under present federal income tax
laws, either by a ruling of the Internal Revenue Service or by a
decision of any federal court, or shall be declared taxable or be
required to be taken into account in computing any federal income
taxes by the terms of any federal income tax law enacted
subsequent to the date of this Contract of Purchase.
14. Closing Papers: Legal Opinion. The Underwriter's
obligations under this Contract of Purchase are conditioned upon
the City furnishing to the Underwriter, without charge,
concurrently with payment for and delivery of the Notes, the
following closing papers, each dated the date of such delivery:
(a) The opinion of Buchalter, Nemer, Fields & Younger, a
Professional Corporation, Newport Beach, California, Bond Counsel,
approving the validity of the Notes and stating that, assuming
compliance with certain covenants, interest on the Notes is exempt
from all present state of California personal income taxes, 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 imposed on individuals and corporations,
except that the interest on fhe Notes received by corporations is
taken into account in determining adjusted net book income for the
purposes of computing the alternative minimum tax imposed on
certain corporations, a copy of which opinion (certified by the
official in whose office the original is filed) will be printed on
each Note without cost to the Underwriter:
(b) A certificate of the City 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 Notes will be
used in a manner that would cause the Notes to be arbitrage
bonds:
(c) Certificates on behalf of the City and the City Council
that there is no litigation threatened or pending affecting the
validity of the Notes:
(d) A certificate of an appropriate City official, acting on
behalf of the City solely in his official and not in his personal
capaci ty, that at the time of the sale of the Notes and at all
times subsequent thereto up to and incl uding the time of the
delivery of the Notes to the initial purchasers thereof the
portions of the Official statement of the City pertaining to said
Notes relating to the City did not, and does not, contain any
untrue statement of a material fact or omit to state a material
fact necessary which would make the statements misleading in light
of the circumstances under which they were made;
(e) The signature certificate of the officials of the City,
showing that they have signed the Notes and impressed the seal of
the City Council thereon, and that they were respectively duly
authorized to execute the same: and
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(f) The receipt of the Finance Director/Treasurer of the
City showing that the purchase price of the Notes, including
interest accrued to the date of delivery thereof, has been
received by such official.
15. California Debt Advisory Commission. The
Underwri ter will be required, pursuant to state law, to pay any
Exhibit B
Resolution Number ~1"~
fees to the California Debt Advisory Commission ("CDAC"). CDAC
will invoice the Underwriter after the delivery of the Notes.
16.
Underwriter up
the issue upon
Official statement. The City will provide the
to 100 printed copies of the official statement for
request.
17. Notices. Any notice or other communication to be
given under this Contract of Purchase (other than the acceptance
hereof as specified in the first paragraph hereof) may be given by I
delivering the same in writing if to the City to the Finance
Director/Treasurer of the City, 211 Eighth Street, Seal Beach,
California 90740 and to Buchalter, Nemer, Fields & Younger, 660
Newport Center Drive, Suite 1400, Newport Beach, Caiifornia
92660-6415 or if to the Underwriter, to [Underwriter's Address].
18. Execution in Counterparts. This Contract of
Purchase may be executed in several counterparts each of which
shall be regarded as an original and all of which shall constitute
one and the same document.
be
of
19.
interpreted,
the State of
Applicable Law. This Contract of Purchase shall
governed and enforced in accordance with the laws
California.
Very truly yours,
[
]
By:
[
]
The foregoing is hereby agreed to and accepted as of this
day of July, 1988.
CITY OF SEAL BEACH, CALIFORNIA
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By:
Joe Hunt
Mayor
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Exhibit B
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Resolution Number ~19~
NEW ISSUE
Rating: Moody's _____
(See "Rating" herein)
In the opinion of Bachalter, Nemer, Fields & Younger, Newport
Beach, California, Bond Counsel, under existing laws, regulations, rulings
and Judicial decisions and assuming compliance with certain covenants
described herein, interest due with respect to the Notes is present ly
exempt from gross income for federal income tax purposes, subject,
however, to certain qualifications more particularly described under the
caption "Tax Exemption" herein, and from personal income taxation imposed
by the State of California. In addition, the City has designated its
Notes as "qualified tax-exempt obligations" with the result that interest
on debt incurred by financial institutions to acquire the Notes wfTl /Ie
deductible to such institutions for federal income tax purposes.
$
CITY OF SEAL BEACH
1988-89 TAX AND REVENUE ANTICIPATION NOTES
Dated: Date of Delivery
Due: July __, 1989
The Notes will be issued in fully registered form. When
delivered, the Notes will be registered in the flame of Cede & Co., as
nominee for The Depository Trust Company, New York, New York, which will
act as securities depository for the Notes. Purchases of beneficial
interests in the Notes will be made in book-entry form in the denomination
of $5,000 or any integral multiple thereof. Purchasers will not receive
certificates representing their ownership interest in the Notes
purchased. The Notes are not sUbject to redemption prior to maturity.
Principal and interest will be payable when due as described under "THE
NOTES - Book-Entry-Only System." .
The Notes are by statute general obligations of the City payable
only out of taxes, income, revenue, cash receipts and other moneys of the
City attributable to the fiscal year 1987-88 and legally available for
payment thereof. The Notes are secured by a pl edge of the
first Million Dollars ($ ) of taxes, income, revenues
and other moneys intended as receipts for the General Fund of the City and
which are generally available for the payment of the current expenses and
other obligations of the City (such taxes, income, revenue and other
moneys are hereinafter referred to as "unrestricted moneys") to be
received by the City in December, 1988, and the
first Doll ars ($ ), pl us an amount
sufficient to pay the interest on the Notes, of unrestricted moneys to be
received by the City in April, 1989.
The Notes are direct obl igations of the City and, to the extent
described herein, are legal investments for commercial banks in California
and are eligible to secure deposits of public moneys in California.
Interest Rate
Priced to Yield
-"
-"
The Notes wi77 be offered when, IS and if issued and received
in book-entry form by the Underwriter, subject to the approval of legality
by Buchalter, Nemer, Fields & Younger, Newport Beach, Ca7ffornia, Bond
Counsel. Certain other legal matters will be passed upon for the City by
the City Counsel for the City of Seal Beach. The Notes, in book-entry
form, wfTl be available for de7fvery in New York, New York on or about
July __, 1988.
Security Pacific Merchant Bank
Dated:
'-
Resolution Number .J11ff
No du~er, broker, salesperson or other person has been authorized
by the City to give any information or to make any representations other
than those contained herein and, if given or made, such other information
or representation must not be relied upon as having been authorized by the
City. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Notes
by a person in any jurisdiction in which it is unlawful for such person to
make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the
purchasers of the Notes. 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 a representation of facts.
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 Underwriter. 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 of Seal Beach since the date hereof. This Official Statement is
submitted in connection with the sale of the Notes referred to herein and
may not be reproduced or used, in whole or in part, for any other purpose,
unless authorized in writing by the City.
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(i)
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Resolution Number j~4
TABLE OF CONTENTS
Page
City Officials .................................................... ;;
Introductory Statement ............................................ I
1988-89 Short-Term Borrowing Program .............................. I
The Notes ......................................................... 1
Securi ty for the Notes ............................................ 2
Available Sources of Payment...................................... 3
Constitutional Limitations on Taxes ............................... 3
Financial Information.................... .... ..... ................ 4
Assessed Valuations............ ....... ...... ....... ......... 4
Ad Valorem Property Taxation ................................ 5
Property Tax Levies and Collections ......................... 6
Financial Statements... ............ .... ..... .......... ...... 6
Annua 1 Budget ............................................... 8
Projected and Actual Cash Flows ............................. 9
Ret; rement Program .......................................... 13
Long Term Obligations ....................................... 13
Computation of Legal Debt Margin ............................ 13
The City .......................................................... 14
Location.................................................... 14
City Government and Population .............................. 14
Employment and Industry.....................;............... 16
Commercial Activity........................ ....... .......... 16
BUilding Activity" ...................... ..... ............ .... 18
Transportat ion .............................................. 18
Ut i 1 ; t ; es ................................................... 19
Educati on ................................................... 19
Recreation and Community Facilities ......................... 19
Tax Exempt ion ..................................................... 20
Legal Opinion............ ..................... ..................... 20
Legality for Investment in California ............................. 21
Rating ........ ......... .............. '.. ......... ...... ........... 21
Lf t i gat i on ........................................................ 21
Underwri t i ng ...................................................... 21
Additional Information ............................................ 22
Appendix A Financial Statements................... ................ 23
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE UNDERWRITER MAY OFFER AND SELL THE NOTES TO CERTAIN DEALERS AND DEALER
BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING
PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE
CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
(ii)
Resolution Number ~?9I
CITY OF SEAL BEACH, CALIFORNIA
~t1f
Victor Grgas
Counc il Member
Robert Nelson
City Manager
Financial Consultant
Security Pacific Merchant Bank
Public Finance Department
Grand Avenue, HCP211
Los Angeles, California 90071
City Council
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Edna Wi hon
Mayor
Joseph Hunt
Council Member
Joyce A. Risner
Council Member
Joanne M. Yeo
City Clerk
City Officials
Greg Stepanicich
City Attorney
Denis Thomas
Director of Finance
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Bond Counsel
Buchalter, Nemer, Fields & Younger
600 Newport Center Drive
Suite 1400
Newport Beach, California 92660
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(ii )
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Resolut~on Number ~~~
OFFICIAL STATEM~NT
$
City of Seal Beach
1988-89 TAX AND REVENUE ANTICIPATION NOTES
INTRODUCTION
The purpose of this Official Statement is to provide information in
connection with the issuance by the City of Seal Beach, California (the
'City") of $_ million of its 1988-89 Tax and Revenue Anticipation Notes
(the "Notes"). The Notes are issued under the authori ty of Art i cl e 7.6,
Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) 9f
the California Government Code and pursuant to a resolution adopted by the
City Council on June 20, 1988. Issuance of the Notes will provide funds
to meet fiscal year 1988-89 general fund expenditures, including operating
exp~nses, capital expenditures, and the discharge of other obligations or
indebtedness of the City.
The Notes are general obligations of the City but are payable only
from taxes, income, revenues, cash receipts and other moneys of the City
attributable to the 1988-89 fiscal year and legally available for the
payment thereof. See "AVAILABLE SOURCES OF PAYMENT".
Bri ef descri pt ions of the Notes, the security and sources of payment
for the Notes, the City and its financial status follow. Such
descriptions do not purport to be comprehensive or definitive. All
references herein to various documents are qualified in their entirety by
reference to the forms thereof, all of which are available for inspection
at the office of the Director of Finance of the City.
1988-89 SHORT-TERM BORROWING PROGRAM
In order to finance its General Fund cash flow requirements in fiscal
year 1988-89, the City has undertaken a short-term borrowing program which
wi 11 total $ . The City expects to issue, on or about July _,
1988, $ in Tax and Revenue Notes with a final maturity of
July ,1989. The Notes and the interest thereon are general
obligations of the City but are payable only from available taxes, income,
revenue, cash receipts, and other moneys of the City attributable to the
fiscal year 1988-89. Security for the Notes is described under "SECURITY
FOR THE NOTES". Estimated sources of payment provide a coverage factor
for estimated payment requirements of over six to one.
THE NOTES
The Notes will be dated date of del ivery and will all mature on
July ,1989. The Notes will be issued in registered form in
denominations of $5,000 and any integral multiple thereof. The Notes will
be registered in the name of Cede & Co. ("Cede"), as nominee of The
Depository Trust Company, New York, New York ("DTC"). Interest on the
Notes will bf payable at maturity, computed on the basis of a 360-day
ye,ar and 30-day months. The Notes wi 11 not be subject to redempt i on
prIor to maturIty. Principal of and interest on the Notes will be
payable when due as described below under "THE NOTES - Book-Entry-Only
System. "
Book-Entry-Only System
When issued, the Notes will be registered in the name of Cede & Co.,
as nominee of The Depository Trust Company ("DTC"). DTC is a
limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a .clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency. registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Resolution Number ~,,~~
D1C holds securities and facilitates the clearance and settlement of
securities transactions through electronic book-entry changes in accounts
of the D1C Participants, thereby eliminating the need for physical
movement of certificates. OlC Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own OlC.
Access to the OlC system is also available to other entities such as
banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with OlC Participants, either directly or
indirectly.
OlC Participants will be credited in the records of OlC with the
amount of such OlC Participants' interest in the Notes. Beneficial
ownership interests in the Notes in the amount of 55,000 or any integral
multiple thereof may be purchased by or through OlC Participants. lhe
beneficial owners will not receive certificates representing their
beAeficial ownership interests. lhe ownership interest of each beneficial
owner will be recorded through the records of the D1C Participant from
which such beneficial owner purchased its Notes. lransfers of ownership
interests in the Notes will be accomplished by book entries made by D1C
and, in turn, by D1C Participants acting on behalf of beneficial owners.
It is anticipated that each beneficial owner will receive a written
confi rmat i on of the ownersh i p interest acqu i red by such benefi cia 1 owner
in the Notes from the person or entity from whom such ownership interest
is acqu ired.
Payments of interest and and principal of the Notes will be paid by
the City of Gardena upon surrender of the Notes at maturity directly to
D1C or its nominee, Cede & Co. D1C will remit such payments to OlC
Participants and such payments will thereafter be paid by D1C Participants
to the beneficial owners. No assurance can be given by the City that D1C
and OlC Participants will make prompt transfer of payments to beneficial
owners. lhe City is not responsible or liable for payments by D1C or D1C
Participants or for sending transaction statements or for maintaining,
supervising or reviewing records ma~ntained by D1C or D1C Participants.
As long as the Notes are regi stered in the name of Cede & Co. or a
successor securities depository (or its nominee), all payments of interest
and pri nc i pa 1 and all not ices with respect to the Notes will be made and
given, respectively, in accordance with the instructions of D1C or the
successor securi ties depos itory. With respect to any Note regl stered in
the name of Cede I Co. or a successor securities depository (or its
nominee), the City will not have any responsibility or obligation with
respect to (i) the accuracy of any records with respect to the ownershi p
interests in the Notes (other than the registered ownership of Notes as
set forth in the note reg ister) , (i i) the delivery to any person other
than a registered Owner as shown in the note register of any notice with
respect to the Notes; (i i i) the payment to any person, other than a
registered Owner as shown in the note register, of any amount with respect
to the Notes.
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If D1C ceases to act as securlt i es depos i tory for the Notes and no
successor securities depOSitory is designated, fully registered
cert ifi cates representing ownershi p of the Notes wi 11 be executed and
delivered to the beneficial owners, and their respective ownership
interests will be registered in the note register.
In such event, principal of and interest on the Notes will be payable
to such Owners in accordance with the terms of the Resolution, and the
Notes will be exchangeabl e or transferabl e only upon the note regi ster
following surrender of the Note or Notes to be exchanged or transferred
and del ivery of a written transferred and delivery of a written transfer
instrument satisfactory to the City of Gardena, executed by the Owner or
such Owner's duly authorized attorney. In connection with any exchange or
transfer of Notes, the Owner requesting such exchange or transfer will be
required to pay any applicable tax or other governmental charges.
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Resolution Number .;11fl
SECURITY FOR THE NOTES
Pursuant to Section 53856 of the Government Code of the State of
California, the resolution of issuance with respect to the Notes specifies
that, as security for the payment of the principal of and interest on the
Notes, the City pledges the first Million Dollars ($_,000,000) of
unrestricted revenues (as hereinafter defined) received by the City in
December, 1988 and the first Dollars
($ ) plus an amount sufficient to pay interest on the Notes of
unrestricted revenues received by the City in. April, 1989 (such pledged
amounts being called the "Pledged Revenues"). In the event that there are
insufficient Pledged Revenues received by the City by April 30, 1989 to
permit the deposit into the Repayment Fund (as hereinafter defined) of the
full amount of the aforesaid pledge, then the amount of any deficiency
shall be satisfied and made up from any other moneys of the City lawfully
available for the payment of the principal of and interest on the Notes
(such other pledged moneys being called the "Other Pledged Moneys"). The
term "unrestricted moneys" means taxes, income, revenue, cash receipts and
other moneys intended as receipts for the General Fund.of the City for the
fiscal year 1988-89 and which are generally available for the payment of
current expenses and other obligations of the City.
The Pledged Revenues will be deposited by the City Director of
Finance, beginning on December 30, 1988 and thereafter at intervals stated
above, in trust in a special City fund (the "Repayment Fund"). The Other
Pledged Moneys, if any, will be deposited by the City Director of Finance
in the Repayment Fund in the April, 1989 accounting period until the full
amount of the aforesaid pledge has been deposited in the Repayment Fund.
The pri nc i pa 1 of and interest on the Notes will canst i tute a fi rst 1 i en
and charge on, and shall be payable from, the Pledged Revenues and Other
Pledged Amounts which have been deposited in the Repayment Fund.
Moneys in the Repayment Fund will be invested as permitted by Section
53601 of the Government Code of the State of Cal ifornia, except that no
investment shall have a maturity date later than the maturity date of the
Notes. Earni ngs on investments in the Repayment Fund will be transferred
to the General Fund of the City.
On or before July __, 19a9, the City Director of Finance will arrange
for the transfer to the Depository Trust Company of an amount in
immedi ately avail able funds sufficient to pay the principal of and
interest on the Notes. Any moneys remaining in the Repayment Fund after
such transfer, or provision for such transfer, will be transferred to the
General Fund of the City.
AVAILABLE SOURCES OF PAYMENT
In accordance with Cal ifornia law, the Notes are general obI igations
of the City, but are payable only out of taxes, income, revenue, cash
receipts and other moneys of the City attributable for payment thereof. A
1978 change in the Constitution of the State of California substantially
limited the City's ability to levy ad valorem taxes. (See "CONSTITUTIONAL
LIMITATIONS ON TAXES" and "FINANCIAL INFORMATION - Ad Valorem Property
Taxation. ") The City may, under existing law, issue the Notes only if the
principal of and interest on the Notes and any other short-term debt will
not exceed 85% of the estimated moneys legally available for the payment
of the Notes and such other debt. The amount needed to repay the Notes
and the interest thereon is S . The City estimates that funds
available from the General Fund for payment of the Notes will be in excess
of approximately S
Resolution Number ~1~~
ESTIMATED GENERAL PURPOSE RESOURCES
AVAILABLE FOR PAYMENT OF NOTES(I)
(000)
Source
Amount
Unrestricted available fund balance - July 1, 1987...... $
Property Taxes .................................................................................
Sa 1 es and use taxes ....................................
Other Taxes ........................................................................................
Licenses and permits ...................................
Fines and penalties....................................
Investment earnings ....................................
Aid from governmental agencies .........................
Current service charges................................
Other revenue (1)..............................................................................
TRANs Proceeds .................................................................................. S
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Total ................................................................................................ S
(1) Includes Tideland Revenue, the Gas Tax, Water Sewer, and Community
Redevelopment Agency transfers.
CONSTITUTIONAL LIMITATIONS ON TAXES
Article XIII A of the California Constitution limits the maximum ad
valorem tax on real property to 1% of "full cash value" which is defined
as "the County assessor's val uat i on of real property as shown on the
1975-76 tax bill under "full cash value" or, thereafter, the appraised
value of real property when purchased, newly constructed, or a change in
ownership has occurred after the 1975 assessment. The full cash value may
be adjusted annually to reflect inflation at a rate not to exceed 2% per
year, or reduction in the consumer price index or comparable local data,
or declining property value caused by substantial damage, destruction, or
other factors.
I
After the adoption of Article XIII A, most California municipalities
including Seal Beach, applied the two per cent inflationary factor to the
full cash value for each fiscal year commencing with the 1975-76 fiscal
year. This procedure has been judicially upheld. For fiscal year 1984-85
a 1% i nflat i onary factor was app 1 i ed to the full cash val ue due to the
small rise in the Consumer Price Index.
FINANCIAL INFORMATION
Assessed Valuations
The assessed valuation of property in the City is established by the
County Assessor, except for public utility property which is assessed by
the State Council of Equal ization. Assessed valuations are reported at
10~ of the full value of the property, as defined in Article XIII A of
the Cal ifornh Constitution. Prior to 1981-82, assessed valuations were
reported at 25% of the full value of property. (See "CONSTITUTIONAL
LIMITATIONS ON TAXES.")
The California State Legislature adopted in 1969 thp. Homeowners
Property Tax Rel ief Program. The State reimbursed exemptiun currently
provides a credit of $7,000 of the full value of an owner-occupied
dwelling for which application has been made to the County Assessor. The
revenue estimated to be lost to local taxing agencies due to the exemption
is reimbursed from State sources. Reimbursement is based upon total taxes
due upon such exempt value and is not reduced by any amount for estimated
or actual delinquencies.
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Resolution Number ~~~
The business inventory tax subvention was repealed in 1984 pursuant to
Chapter 448 of the 1984 State statues. In lieu of the business inventory
tax subvention, the State distributes additional vehicle license fee
revenues to California cities.
In addition, certain classes of property such as churches, colleges,
not-for-profit hospitals and charitable institutions are exempt from
property taxation and do not appear on the tax rolls. No reimbursement is
made by the State for such exemptions.
CITY OF SEAL BEACH .
ASSESSED VALUATION OF PROPERTY SUBJECT TO AD 'VALOREM TAXATION
Total
Fiscal Common Public Unsecured Assessed
Year ProDertv Utilitv Valuation Valuation
1981-82 $ 722,649,906 $35,603,960 $52,203,288 $ 810,457,154
1982-83 841,517 ,449 40,729,030 55,899,143 938,145,622
1983-84 877,926,801 43,135,160 72,072,274 993,134,235
1984.85 942,335,524 44,152,480 48,792,598 1,035,280,602
1985-86 979,542,761 43,912,430 42,872,953 1,072,421,941
1986.87 1,076,662,020 50,477,200 52,236,864 1,179,376,084
1987-88
Source: City of Seal Beach
Ad Valorem Property Taxation
Taxes are 1 evi ed for each fi scal year on taxabl e real and personal
property which is situated in the City as of the preceding March 1.
Effective July 1, 1983, real property which changes ownership or is newly
constructed is revalued at the time the change in ownership occurs or the
new construction is completed. The current year property tax rate will be
applied to the reassessment, and the taxes will then be adjusted by a
proration factor to reflect the portion of the remaining tax year for
which taxes are due.
Under prior law, value changes due to changes in ownership and new
construction were added to the assessment roll on March 1 folloWing the
change of ownership or completion of new construction. As a result, the
change in property tax 1i abil i ty was not refl ected unt il the fi sca I year
following the March 1 lien date.
For assessment and collection purposes, property is classified either
as "secured" or "unsecured" and is 1 isted accordingly on separate parts of
the assessment roll containing State-assessed property and property the
taxes on which are a lien on real property sufficient, in the opinion of
the County Assessor, to secure payment of the taxes. Other property is
assessed on the "unsecured roll."
Property taxes on the secured roll are due in two installments, on
November I and February I of each fi sca 1 year, and if unpa i d become
delinquent on December 10 and April 10, respectively. Beginning with
fiscal year 1982-83, the penalty increased to 10% from 6%. Property on
the secured roll with respect to which taxes are delinquent becomes tax
defaulted on or about June 30 of the fiscal year. Such property may
thereafter be redeemed by payment of a penalty of 1.5% per month to the
time of redemption, plus costs .and a redemption fee. If taxes are unpaid
for a period of five years or more, the property is deeded to the State
and then is subject to sale by the City Director of Finance.
Property taxes on the unsecured roll are due as of the March I 1 i en
date and become delinquent, if unpaid, on August 31. A 10% penalty
attaches to del inquent unsecured taxes. If unsecured taxes are unpaid at
Resolution Number ~?~~
5 p.m. on October 31, an additional penalty of 1-1/2' attaches to them on
the first day of each month until paid. The City has four ways of
collecting delinquent unsecured personal property taxes: (1) bringing a
civil action against the taxpayer; (2) filing a certificate in the office
of the county Clerk specifying certain facts in order to obtain a lien on
certain property of the taxpayer; (3) filing a certificate of delinquency
for record in the County Clerk and Recorder's office in order to obtain a
lien on certain property of the taxpayer; and (4) seizing and selling
personal property, improvements or possessory interests belonging or
assessed to the assessee.
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Property Tax Levies and Collections
1981-82
1982-83
1983-84
1984-85
1985-86
1986-87
1987-88
1988-89 (1)
Total Current
Tax Levv
S 1,427,457
1,718,551
1,644,403
1,696,989
1,981,720
2,175,106
2,320,000
Current Tax
Collections
Percent
of Levy
Collections
Fisca 1
Year
S 1,337,716
1,666,674
1,584,400
1,654,528
1,869,000
2,279,720
N/A
93.29%
96.89
96.35
97.50
94.31
104.81
N/A
(l) Estimated.
Source: City of Seal Beach
Financial Statements
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The accompanying financial statements were developed from the
comprehensive audited Financial Statements. A copy of the combined,
sunvnary audited financial statements of the City of Seal Beach for the
year ended June 30, 1987 is attached to the Official Statement as an
appendi x. The speci fi c statements provided are for i nformat i on purposes
only and do not constitute the complete financial statements of the City.
The City's compl ete audited fi nanci al statements are avai labl e upon
request.
CITY OF SEAL BEACH
GENERAL FUND
STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE
YEAR ENDED JUNE 30. 1987 AND 1986
Revenues:
Genera 1 Fund ...................................... S
Environmental Reserve Tax.........................
Traffic Safety ....................................
Revenue Sharing...................................
Tideland Beath Trust .............................:.
Special Gas Tax Funds.............................
Capital Projects and Equipment ....................
Parks and Recreation..............................
Total Revenues
1987 1986
S 9,559,074
13,117
152,994
144,928
228,365 I
588,671
5,351
98.124
$10.790.624
$ 8,508,845
62,203
..................................
s
Expenditures:
Genera 1 Fund ...................................... S
Environment Reserve Tax...........................
Resolution Number .~;r~~
Revenue Shari ng ...................................
Tideland Beach Trust..............................
Special Gas Tax Funds .............................
Parks and Recreation ..............................
Public Liability Insurance Reserve Fund ...........
Workers Compensation Fund .........................
Total Expenditures .............................. $
139,928
635,771
368,257
54,969
217 ,925
1. 776
$10.458.681
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Annual Budget
On or before June 30 the City adopts an annual budget for the
ensiling fiscal year. Formal budgets are employed as a management control
device during the year for the General, Special and Capital Project
funds. From the effective date of the budget, the amounts stated herein
as proposed expend i tures become appropri at ions to the vari ous City
departments. The City Manager may transfer funds within a specified
dollar amount wi thin departments. Expenditures may not 1 egally exceed
appropriations at the department level. All appropriations lapse at the
end of the fi sca 1 year to the extent they have been expended, except for
capital projects which are carried forward until such time as the project
is completed. The City employs encumbrance accounting.
Budget information is presented for the Government fund types on
the cash basis of accounting. Budgeted revenue amounts represent the
original budget modified by Council-authorized adjustments during the year
which were contingent upon new or additional revenue sources. Budgeted
expenditure amounts represent original appropriations adjusted for
supplemental appropriations during the year.
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CITY OF SEAL BEACH
GENERAL FUND
ADOPTED FINAL BUDGET FOR FISCAL YEARS 1987-88 AND
PROPOSED BUDGET FOR FISCAL YEAR 1988~89
Final Proposed
1987-88 1988-89
Budaet Budaet
REQUIREMENTS
General Government $ $
Public Safety
Public Works and Environmental Service
Total Requirements $ $
AVAILABLE FUNDS
Property Taxes $ $
Sales and Use Taxes
Other Taxes
Licenses and Permits
Fines, Forfeitures and Penalties
Use of Money and Property
Revenue from Other Agencies
I Charges for Current Services
Transfers from Other Funds (net)
Other Revenue
Total Revenue $ $
Source: The City of Seal Beach.
Resolution Number ~19~
PROJECTED AND ACTUAL CASH FLOWS
Cash flows are computed using the monthly anticipated cash needs
and beginning fund cash balances. Since cash out-flows are
relatively even, on a month basis, and taxes and revenues while
predictable, are not as consistent, cash short-falls occur which are
funded from net proceeds.
The General Fund cash balance at July 1, 1988 is expected to be
app~oximately $ .'. and the General Fund is expected to realize a
maxImum cash flow deflclt of approximately $ in the month of
November, 1988.
The 1988-89 cash flows that follow are estimates, based on the
best information available to the City when they were prepared in
Jun~, 1988.
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CASH FLOWS
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ICI::1'IREMENT PROGRAM
Substantially all full-time City employees are members of the State of
California Public Employees' Retirement System (PERS). The City's policy
is to fund all current retirement costs as accrued; such costs to be
funded are determined annually as of July 1 by the System's actuary. The
plan is subject to an actuarial valuation annually.
Contributions to the plan are made by both the City and employees.
The City's contribution was $ for the year ended June 30, 1988, and
is budgeted to be $ in fiscal year 1988-89.
LONG-TERM OBLIGATIONS
The City has never defaulted on the payment of principal or interest
on its long-term general obligation indebtedness. As of June 30, 1985,
the City of Seal Beach had $257,000 in direct general obligation bonded
indebtedness outstanding, supported entirely by water utility revenues.
The City of Seal Beach has entered into a lease agreement with the
Seal Beach Administration Building Authority for use of its facil ities.
Annual lease payments of $34,850 are being made by the City through 1993.
The Redevelopment Agency of the City of Seal ..seach issued $2,000,000
of tax allocation bonds in September of 1986. The Bonds are payable from
and secured by a pledge of certain tax revenues. Such Bonds do not
constitute a debt of the City of Seal Beach.
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"
Resolution Number ~~~
CITY OF SEAL BEACH
COMPUTATION OF LEGAL DEBT MARGIN
JUNE 30, 1988
Total Assessed Value of All Real
and Personal Property .................................. S
Legal Debt Limit - 15% of Total
Assessed Valuation ...................................... S
Amount of Debt App 1 i cab 1 e to Li mi t ........................ S
Legal Debt Margin............. ............................ s
Percent of Legal Debt Limit Authorized ....................
%
Source: City of Seal Beach
THE C lTY
Location
The City of Seal Be. ch, located on the coast of northwestern
Orange County, is about 27 miles southeast of Los Angeles and seven miles
from the Port of Long Beach. The City was incorporated in 1915 and
rem a i ned as a small seas i de resort town unt il about 1960. From 1961 to
1975 the City increased in size from 1.25 square miles to 11.97 square
miles through annexation of new subdivisions, which petitioned to join the
City to obtain various municipal services.
Seal Beach is primarily a residential community, housing many
employees of the industrialized areas of northwest Orange County and
southern Los Angeles County. In addition, two major defense and space
technology installations, the Seal Beach Naval Weapons Station and
Rockwell International Corporation Satellite Systems Division, are located
in Seal Beach and employ a combined 3,200 workers.
Freeway access from Seal Beach to all points in the Los
Angeles-Orange County metropol itan areas is provided by the San Diego,
Garden Grove, and San Gabriel Freeways which meet at the northern edge of
the City and connect with other segments of the extensive Southern
California freeway network. Scheduled air transportation and air freight
service are provided by the nearby Long Beach Airport, the Orange County
Airport and Los Angeles International Airport.
City Government and Population
The City of Seal Beach was incorporated in 1915 and has operated
under a City Charter since 1964. The City is governed and administered
under a council-manager form of government. The five member City Council
is elected by district to serve four-year alternating terms. The Mayor
and Mayor Pro Tempore are elected by the Council from among its members
for one-year terms. The City Clerk is also elected. The City Attorney
and City Manager are appointed by the City Council. All other officers
and employees of the City are appointed by and are responsible to the City
Manager. The City has recently reduced personnel by contracting out
certain services including fire protection, which is provided by Orange
County.
Resolution Number J7?1/
The 1960's were a period of rapid growth for the City as
population rose from approximately 7,000 in 1960 to about 24,500 in 1970,
largely due to the annexation of new subdivisions. From 1970 to 1984
population rose from 24,441 to 26,400. A table of the City's population
and land size growth is presented below.
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CITY OF SEAL BEACH
POPULATION AND SIZE
Land Area Cll
Amount
Year Pooulation Annexed Total Size
1950 3,553 1.25
1960 6,994 1.25
1961 5.07 6.32
1962 1.69 8.01
1964 1.40 9.41
1965-68 0.39 9.80
1970 24,441 11.97
1975 2.17 11.97
1980 25,974 11.97
1983 26,100 11. 97
1984 26,384 11.97
1985 26,900 11. 97
1986 27,350 11.97 I
1987 27,400 11. 97
1988
(1) Square mi 1 es
Source: Population - State Department of Population estimates for 1988,
all other figures are U.S. Census Bureau data. Land area - City
of Seal Beach.
Employment and Industry
Orange County provides a large employment base for City residents.
The major employment categories are manufacturing ( % of the labor
force), trade ( %) and services ( %). As of April 1988, Orange
County's unemployment rate stood at _ percent The fo 11 owi ng table
shows a six-year history of Orange County employment by category.
ORANGE COUNTY
EMPLOYMENT BY INDUSTRY GROUP (000)
Tvoe of Emolovment ~!in ~ llM 1985
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1986
Agricultural
Non Agricultural
Mining & Construction
Manufacturing
7.4
666.5
52.5
223.9
7.7
663.4
42.3
214.0
5.8
676.0
37.5
213.8
8.7
953.0
47.2
211.9
8.9
993.5
53.5
242.0
8.8
1042.2
55.9
242.3
Resdlution Number ~,,~~
Transportation and
Public Utilities 29.4 29.8 30.1 31.4 32.8 34.1
Wholesale Trade 44.7 44.9 49.0 55.1 58.9 63.5
Retail Trade 166.4 165.1 178.4 182.5 192.2 197.3
Finance, Insurance and
Real Estate 62.2 62.2 64.9 70.1 74.4 83.4
Service 182.6 190.2 203.6 228.3 232.3 254.2
Government lli..l ~ 104.7 ~ ~ .l.l.l.2
TOTAL 873.8 859.5 887.6 962.2 1002.4 1051. 0
I Source: State Employment Development Department.
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The U.S. Naval Weapons Station employing 1102 civilians and 225
military personnel is located in the City. The station has its own
docking and vessel loading facil ities in a protected deepwater harbor.
Rockwell International Corporation-Satellite Systems Division, currently
employing approximately 2531 full-time personnel is located in the City.
Commercial Activity
The City of Seal Beach contains a central business district and three
major shopping centers, the latter of which were developed since the City
began annexing subdivisions. The largest shopping center is Rossmoor
Shopping Center, which includes the Boston Store. In 1987 taxable retail
sales stood at $ million compared to $ million in 1986, an
increase of approximately ____ percent. Total taxable transactions stood
at $_____ million in 1987 compared to $_____ million in the prior year, a
decrease of approximately 2.1 percent. The table below shows taxable
transactions for the City from 1983 through 1987.
TVDe of Business
.
CITY OF SEAL BEACH
TAXABLE SALES
(Thousands of Dollars)
1983 1984 1985 ~ 1987 (1)
$ 5,323 $ 5,663 $ 5,629 $
5,133 5,366 5,425
6,349 6,836 5,848
8,181 8,009 8,464
2,448 2,873 2,802
16, 109 16,679 18,915
2,858 2,580 2,646
359(2) 1,486 1,522
1,649 1,490 1,447
16,390 15,862 17 , 343
6.876 7 .124 7.247
$71,675 $ 73,918 $ 77,288 $ $
18.610 21. 995 16.141
$90.285 $ 95.913 $ 93.429 $ $
Reta il Stores:
Apparel
General Merchandise
Drug
Food
Package Liquors
Eating and Drinking Places
Home Furnishings and
App 11 ances
Building Materials and
Farm Implements
Auto Dealers and Suppliers
Service Stations
Other Retail Stores
Retail Stores - Total
All Other Outlets
Total All Outlets
(1) Estimated distribution of total taxable sales.
(2) Sales omitted because publication would result in disclosure of confidential
information; amounts are included in "Other Retail Stores."
Source: State Board of Equalization.
Resolution Number ~.?~~
Building Activity
Residential building activUy in the City has fluctuated depen~ing on
changes in the State and national economies. The number of permlts !or
residential dwellings totaled _ for a value of $, in 1987 whl1e
total valuations stood at $ . The followlng table shows the number
of, and value of building permits for the City from 1983 through 1987.
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CITY OF SEAL BEACH
BUILDING PERMITS AND VALUATIONS 1982 THROUGH 1986
(000)
1983 llH 1985 1986
Valuations (in thousands):
Resident i a1
Non Residential
Total
$ 8,281
6.503
$14,784
$ 8,666
5.419
$14,085
$ 5,175
6.068
$11,243
$ 9,859
29.266
$39,125
$
Number of New
Dwell ing Units:
Single Family
Mu1 t i Family
Total
55
J
55
49
J
49
15
....Q
15
30
J
33
Source: "California Construction Trends," Security Pacific National Bank
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Transportation
The San Diego, San Gabriel and Garden Grove Freeways Intersect wUhin
the City limits, and the City is bisected by State Route 1 (Pacific Coast
Highway). Existing freeways provide excellent access to all north, south
and eastern points.
Regularly scheduled airline service is available at the Long Beach
Airport, Orange County Airport and Los Angeles International Airport, each
of which is less than 45 minutes driving time from Seal Beach.
Western Greyhound Lines provides long distance passenger and package
express service from Seal Beach. Local bus service is provided by the
Southern California Rapid Transit District, Long Beach Public Tran,sportation
Company and Orange County Transit District.
Marine transportation is provided by the facilities of the Port of Long
Beach and the Port of Los Angeles at San Pedro. Both of these installations
are within 10 miles of the City and provide modern facilities for handling
all types of cargoes. The ports are also a stopping point for trans-Pacific
passenger lines.
Utilities
Electricity in the City is provided by Southern California Edison
Company and, natural gas, by Southern California Gas Company. General
Telephone Company serves the entire City. Sewage collection and treatment
faci1 ities are provided by Orange County Sanitation District No.3, . and
refuse collection is furnished by a private contractor. The City provldes
its own water service.
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Res~r~tion Number ~7"~
Education
The City of Seal Beach is served by two high schools and one elementary
school district. Most of Seal Beach is also within the Orange Coast
Community College District. The district operates three colleges within
Orange County. The 122-acre Huntington Beach Campus (Golden West College),
which began classes in 1966, is approximately eight miles from Seal Beach.
Orange County has five community colleges and eight institutions
granting degrees for four-year or graduate courses of study. The schools
are: University of California at Irvine; California State University,
Fullerton; Chapman College, Orange; Southern California College, Costa Mesa;
West Coast University, Orange; Western State University, Anaheim; Orange
University College of Law, Santa Ana; and Pepperdine University, Santa Ana.
A number of colleges and universities are also located in the adjacent area
of southern Los Angeles County, including the California State University at
Long Beach. .
Recreation and Community Facilities
The City of Seal Beach was originally established because of its
attractiveness as a seaside resort and recreation area. While the character
of the Ci ty has undergone change duri ng the 1 ast decade from a resort
community to a stable residential community, recreation is still an
important factor in the local economy. City officials estimate that more
than 3,000,000 visitors are attracted to the one mile City-owned ocean front
recreation area each year. For the convenience and accommodation of these
visitors, the City maintains a 1,860 foot municipal pier, which is being
repa i red from the proceeds of a federal Emergency Management Act grant and
other grants, and a beach park with picnic facilities. Swimming and
surfboardi ng are popul ar sports and are conducted under the supervi si on of
municipal lifeguards.
The City has acquired or leased and developed nearly 47 acres of
parkland. The most recent acquisition is an eight acre abandoned railroad
right-of-way, 100 feet wide by 3,600 feet long. The park bisects downtown
Seal Beach. The $1.2 million project is within the Riverfront Redevelopment
Project of the Redevelopment Agency and is financed by the Agency and by gas
tax funds.
At the southern end of the City, the Orange County Harbor District has
developed the Aquatic Regional Park, which provides an eight lane launching
ramp capable of accommodating up to 500 boats per day, parking for 200 cars
and boat trailers, and overnight space for 500 house trailers. The acquatic
park provides publ ic beach and picnic facil ities for 2,800 people, publ ic
fishing floats, boat rentals, fueling docks, and berths for recreational
boating.
TAX EXEMPTION
In the opinion of Buchalter, Nemer, Fields & Younger, Newport
Beach, California, Bond Counsel, under existing laws, regulations, rulings
and judicial decisions, interest paid with respect to the Notes is exempt
from income taxation by the United States of America and from personal
income taxation imposed by the State of California.
The Internal Revenue Code of 1986, as amended (the "Code")
imposes various restrictions, conditions and requirements relating to the
exclusion from gross income for federal tax purposes of interest on
obligations, such as the Notes. The City has convenanted to comply with
certain guidelines designed to assure that interest on the Notes will not
become includable in gross income. Failure to comply with these covenants
may result in interest on the Notes being included in gross income,
possibly from the date of issuance of the Notes. The opinion of Bond
Counsel assumes compliance with the covenants.
Resolution Number ~1~~
.
Bond Counsel is further of the opinion that interest on the Notes
is not a spec i fi c preference item for purposes of the Code's a 1 ternat i ve
minimum tax provisions. However, interest on the Notes received by
corporations will be included in corporate adjusted net book income and
adjusted current earnings, a portion of which may increase the alternative
minimum taxable income of such corporations.
Although Bond Counsel has rendered an opinion that interest on
the Notes is excluded from gross income for federal income tax purposes,
the accrual or receipt of interest on the Notes may otherwise affect the
federal income tax liability of the recipient. The extent of these other
tax consequences will depend upon the recipient's particular tax status or
other items of income or deduction. Bond Counsel expresses no opinion
regarding any such consequences.
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Pursuant to the Resolution adopted by the City Council, the City
represents that the reasonably ant ici pated amount of qual i fied tax-exempt
obligations which has been and will be issued by it in 1987 does not
exceed $10,000,000, and designates each Note to be a qualified tax-exempt
obligation pursuant to Section 265(b) 13l IBl (iil of the Internal Revenue
Code.
LEGAL OPINION
The opinion of Buchalter, Nemer, Fields & Younger, Newport Beach,
California ("Bond Counsel") approving the validity of the Notes and
stating that, in the opinion of such Bond Counsel, interest on the Notes
is also exempt from personal income taxes imposed ~y the State of
Cal Hornia will be provided free of charge to the purchasers at the time
of the original delivery of the Notes. A copy of s.uch opinion will be
printed on each definitive Note without charge to the purchasers.
Bond Counsel's employment is limited to a review of the legal
proceedings required for the authorization of the Notes and to rendering
the opinion set forth above. Such opinion will not consider or extend to
any documents, agreements, representations, offering circulars or other
material of any kind concerning the Notes not mentioned in this paragraph.
Certain legal matters will be passed upon for the City by the City
Attorney.
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LEGALITY FOR INVESTMENT IN CALIFORNIA
Under the provisions of the State Financial Code, the Notes are
legal investments for commercial banks in the State of California to the
extent that the Notes, in the informed opinion of the bank, are prudent
for the investment of funds of its depositors and under provisions of the
State Government Code the Notes are eligible to secure deposits of public
moneys in the State of California.
RATING
The City received a rating on the Notes from Moody's
Investors Service, Inc. Certain information was supplied by the City to
the rating agency to be considered in evaluating the Notes. The rating
issued reflects only the views of the rating agency, and any explanation
of the significance of such rating should be obtained from the rating
agency. There is no assurance that any rating obtained will be retained
for any given period of time or that the same will not be revised downward
or withdrawn entirely by the rating agency if, in its judgment,
circumstances so warrant. The City undertakes no responsibility either to
bring to the attention of the holders of the Notes any downward revision
or withdrawal. Any such downward revision or withdrawal of the rating
obtained may have an adverse effect on the market price of the Notes.
I
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Resolution Number .!?f"t
LITIGATION
No litigation is pending or threatened concerning the validity of
the Notes, and a certificate of the City Attorney to that effect will be
furnished to the purchaser at the time of the original delivery of the
Notes. The City is not aware of any litigation pending or threatened
questioning the political existence of the City or contesting the City's
abil ity to levy and collect ad valorem taxes or to collect or receive
other pledged revenues or contesting the City's ability to issue and
retire the Notes.
There are a number of law suits and claims pending against the
City. The aggregate amount of the uninsured liability of the City and the
timing of any anticipated payment of judgments which may result from suits
and claims will not, in the opinion of the City Attorney, materially
affect the City's finances or impair its ability to repay the Notes.
UNDERWRITING
The Notes are being purchased for reoffering
by (the "Underwriter"). The Underwriter
has agreed to purchase the Notes at a purchase price of $ plus
accrued interest. The Note Purchase Agreement provides that the
Underwri ter wi 11 purchase all of the Notes if any are purchased. The
obl igation to make such purchase is subject to certain terms and
conditions set forth in the Contract of Purchase. The Underwriter may
offer and sell the Notes to certain dealers and others at prices lower
than the publ ic offering price stated on the cover page hereof. The
offering price may be changed from time to time by the Underwriter.
ADDITIONAL INFORMATION
The purpose of this Official Statement is to supply information
to purchasers of the Notes. Quotations from and summaries and
explanations of the Notes, the resolution authorizing the Notes and of
statutes and documents contained herein do not purport to be complete, and
reference is made to said resolution, statutes and documents for full and
complete statements of their provisions.
All data contained herein have been taken or constructed from
City records and other sources. Appropriate City officials, acting in
their official capacity, have reviewed this Official Statement and have
determined that as of the date hereof the information contained herein is,
to the best of their knowledge and belief, true and correct in all
material respects and does not contain an untrue statement of a material
fact or omi t to state a materi a 1 fact necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading. An appropriate City official will execute a certificate
to this effect upon del ivery of the Notes. This Official Statement and
its distribution have been duly authorized and approved by the City
Council of the City of Seal Beach.
Copies of the final fiscal year 1988-89 budget and fiscal year
1987-88 audited financial statements may be obtained from the City, as
they become available.
City of Seal Beach
/s/ Denis Thomas
Director of Finance
Resolution Number "1~~
1988 TAX AND REVENUE ANTICIPATION NOTES
NOTE PURCHASE AGREEMENT
June , 1988
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
Ladies and Gentlemen:
I
The Undersigned (the "Underwriter"), acting on behalf of
ourselves, offers to enter into this agreement with the City of
,peal Beach, California (the "City"), which, upon your acceptance
hereof, will be binding upon the city and the Underwriter. This
offer is made subject to the acceptance by the City and written
delivery of such acceptance to us at or prior to 11:59 p.m.
Pacific Daylight Time (POT) on the date hereof.
1. Purchase and Sale of the Notes. Upon the terms and
conditions and in reliance upon the representations, warranties
and agreements herein set forth, we hereby agree to purchase from
the City for reoffering to the p~blic, and the City hereby agrees
to sell to the Underwriter for such purpose, all (but not less
than all) of $ in aggregate principal amount of the
City'S 1988 Tax and Revenue Anticipation Notes (the "Notes"). The
Notes shall bear interest at a rate of % per annum, such
interest being payable upon maturity of the Notes, computed on the
basis of a 30-day month, 360-day year. The Underwriter shall
purchase the Notes at an aggregate purchase price of
$ comprised of the aggregate principal amount of
$ [plus a premium of $ ].
2. The Notes. The Notes will be dated July l2, 1988,
and will all mature on July 11, 1989 and shall otherwise be as
described in, and shall be issued and secured pursuant to the
provisions of the Resolution of the City adopted June 20, 1988
(the "Resolution") and Article 7.6, Chapter 4, Part 1, Division 2,
Title 5 (commencing with Section 53850) of the Government Code
(the "Act").
I
3. Use of Documents. The City hereby authorizes the
Underwriter to use, in connection with the offer and sale of the
Notes, this Note Purchase Agreement and an Official Statement in a
form approved by the city with such changes requested by the
Underwriter as may be approved by the Finance Director/Treasurer
of the City (which, together with all appendices thereto and with
such changes therein and supplements thereto, is herein called the
"Official statement"), the Note Resolution, and all information
contained herein and therein and all of the documents,
certificates or statements furnished by the City to the
Underwriter in connection with the transactions contemplated by
this Note Purchase Agreement.
4. Public Offering of the Notes. The Underwriter
agrees to make a bona fide public offering of all the Notes at the I
initial public offering price or yield to be set forth on the
cover page of the Official Statement. Subsequent to such initial
public offering, the underwriter reserves the right to change such
initial public offering price or yield as the Underwriter deems
necessary in connection with the marketing of the Notes.
5. Delivery of Official Statement. At least one week
prior to the Closing, the City shall deliver to the underwriter
three copies of the Official Statement, duly executed on behalf of
the City, and, as promptly as practicable thereafter, such
Exhibit B
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I
Resolution Number ~~~~
reasonable number of conformed copies, not to exceed 100 copies,
as the Underwriter shall request. The Underwriter agrees that it
will not. confirm the sale of any Notes unless the confirmation of
sale is accompanied or preceded by the delivery of a copy of the
Official statement.
6. Closing. At 9:00 a.m., PDT, on July 12, 1988 or at
such other time or on such other date as shall have been mutually
agreed upon by the City and the Underwriter (the "Closing"), you
will deliver the Notes in definitive form, duly executed, together
with other documents hereinafter mentioned; and we will accept
such delivery and pay the purchase price thereof in immediately
available funds to the order of the City. The Notes shall be
available to us in book-entry-only form in denominations of $5,000
and integral multiples thereof as designated by us.
Notwithstanding anything to the contrary herein contained, if for
any reason whatsoever the Notes shall not have been delivered by
the City to the Underwriter prior to the close of business, PDT on
the 30th day after the date hereof, then the obligation to
purchase Notes hereunder shall terminate and be of no further
force of effect except with respect to the obligations of the city
and the Underwriter under Section II hereof.
7. Representations, Warranties and Agreements of the
City. The City hereby represents, warrants and agrees with the
Underwriter that:
(A) The City is a political subdivision duly organized
and validly existing under the laws of the State of California,
with the power to issue the Notes pursuant to the Act.
(B) (i) At or prior to the Closing, the City will have
taken all actions required to be taken by it to authorize the
issuance and delivery of the Notes; (ii) the City has full legal
right, power and authority to' enter into this Note Purchase
Agreement and to adopt the Note Resolution and full legal right,
power and authority to issue' and deliver the Notes to the
Underwriter and to perform its obligations under each such
document or instrument, and to carry out and effectuate the
transactions contemplated by this Note Purchase Agreement and the
Note Resolution; (iii) the execution and delivery or adoption of,
and the performance by the City of the obligations contained in,
the Notes, the Note Resolution and this Note Purchase Agreement
have been duly authorized and such authorization shall be of full
force and effect at the time of the Closing; (iv) this Note
Purchase Agreement has been duly executed and delivered and
constitutes a valid, legal and binding obligation of the City; and
(v) the City has duly authorized the consummation by it of all
transactions contemplated by this Note Purchase Agreement; and
(vi) the City has complied in all respects with the Act. .
(C) No consent, approval, authorization, order, filing,
registration, qualification, election or referendum, of or by any
person, organization, court or governmental agency or public body
whatsoever is required in connection with the issuance, delivery
or sale of the Notes or the consummation of the other transactions
effected or contemplated herein or hereby, except for such actions
as may be necessary to be taken to qualify the Notes for offer and
sale under the Blue Sky or other securities laws and regulations
of such states and jurisdictions of the United States as the
Underwriter may designate.
principal
described
(D) The Notes shall be secured as to the payment of
and interest from the revenues and in the manner as
in the Resolution.
(E) The issuance of the Notes, the execution, delivery
and performance of this Note Purchase Agreement, the Note
Resolution, and the Notes, and compliance with the provisions
hereof and thereof do not conflict with or constitute on the part
of the City a violation of or default under, the constitution of
Exhibit B
Resolution Number J?j7~~
the State of California or any existing law, charter, ordinance,
regulation, decree, order or resolution and do not conflict with
or result in a violation or breach of, or constitute a default
under, any agreement, indenture, mortgage, lease or other
instrument to which the City is a party or by which it is bound or
to which it is subject.
(F) As of the time of acceptance hereof, no action,
suit, proceeding, hearing or investigation is pending or (to the
knowledge of the City) threatened against the City or to the best
knowledge of the City (no independent investigation having been
made) any other person in any Court or before any governmental
agency or public body; (i) in any way affecting the existence of
the City or the titles of the officials of the City to such
offices, or in any way challenging the respective powers of the
several offices of the City to consummate the transactions
~ontemplated by this Note Purchase Agreement or the Note
Resolution; (ii) seeking to restrain or enjoin the sale, issuance
or delivery of any of the Notes, the application of the proceeds
of the sale of the Notes, or the collection of revenues or assets
of the District pledged or to be pledged or available to pay the
principal of and interest on the Notes, or the pledge thereof, or
in any way contesting or affecting the validity or enforceability
of the Notes, this Note Purchase Agreement or the Note Resolution,
or contesting the powers of the City or its authority with respect
to the Notes, the Note Resolution or this Note Purchase Agreement;
or (iii) in which a final adverse decision could (a) materially
adversely affect the consummation of the transactions contemplated
by this Note Purchase Agreement or the Note Resolution, (b)
declare this Note Purchase Agreement to be invalid or
unenforceable in whole or in material part, or (c) adversely
affect the exclusion of the interest paid on the Notes from gross
income for federal income tax purposes of the exemption of the
interest paid on the Notes from California personal income
taxation.
(G) Between the date hereof and the Closing, without
the prior written consent of the Underwriter, the City will not
have issued any bonds, notes or other obligations for borrowed
money on behalf of the District except for such borrowings as may
be described in or contemplated by the Official Statement.
(H) The City has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect
that the District is a bond issuer whose arbitrage certificates
may not be relied upon.
(I) Any certificate signed by any officer of the City
and delivered to the Underwriter shall be deemed a representation
and warranty by the City to the Underwriter as to the statements
made therein but not of the person signing the same.
8. Covenants of the City.
agrees with the Underwriter that:
The City covenants and
(A) The City will furnish such ,information, execute
such instruments, and take such other action in cooperation with
the Underwriter if and as it may reasonably request in order (i)
to qualify the Notes for offer and sale under the Blue Sky or
other securities laws and regulations of such states and
jurisdictions of the United States as the Underwriter may
designate and (ii) to determine the eligibility of the Notes for
investment under the laws of such states and other jurisdictions,
and will use its best efforts to continue such qualifications in
effect so long as required for distribution of the Notes;
(B) The City will apply the proceeds from the sale of
the Notes for the purposes specified in the Note Resolution; and
Exhibit B
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Resolution Number .579~
(C) For a period of 90 days after the Closing or until
such time (if earlier) as the Underwriter shall no longer hold any
of the Notes for sale, the City will (a) not adopt any amendment
of or supplement to the Official statement to which, after having
been furnished with a copy, the Underwriter shall object in
writing or which shall be disapproved by the Underwriter and (b)
if any event relating to or affecting the city shall occur as a
result of which it is necessary, in the opinion of the
Underwri ter, to amend or supplement the Official Statement in
order to make the Official statement not misleading in light of
the circumstances existing at the time it is delivered to a
purchaser, forthwith prepare and furnish (at the expense of the
city) a reasonable number of copies of an amendment of or
supplement to the Official statement (in form and substance
satisfactory to the Underwriter) which will amend or supplement
"the Official statement so that it will not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances existing at the time the Official Statement is
delivered to a purchaser, not misleading.
9. Conditions and Closing. The Underwriter has
entered into this Note Purchase Agreement in reliance upon the
representations and warranties of the City contained herein and
the performance by the City of its obligations hereunder, both as
of the date hereof and as of the date of Closing. The
Underwriter's obligations under this Note Purchase Agreement are
and shall be subject, as the option of the Underwriter, to the
following further conditions as of the Closing:
(A) The representations and warranties of the City
contained herein shall be true, complete and correct in all
material respects at the date hereof and at and as of the Closing,
as if made at and as of the Closing, and the statements made in
all certificates and other documents delivered to the Underwriter
at the Closing pursuant hereto shall be true, complete and correct
in all material respects on the date of the Closing: and the City
shall be in compliance with each of the agreements made by it in
this Note Purchase Agreement:
(B) At the time of the Closing, (i) the Official
statement, this Note Purchase Agreement and the Note Resolution
shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to by us:
(ii) all actions under the Act which, in the opinion of the firm
of Buchalter, Nemer, Fields & Younger, a Professional Corporation,
Newport Beach, California, bond counsel (" Bond Counsel"), shall
be necessary in connection with the transactions contemplated
hereby, shall have been duly taken and shall be in full force and
effect: and (iii) the City shall perform or have performed all of
its obligations required under or specified in the Note
Resolution, this Note Purchase Agreement or the Official Statement
to be performed at or prior to the Closing:
(C) No decision, ruling or finding shall have been
entered by any competent court or governmental authority since the
date of this Note Purchase Agreement (and not reversed on appeal
or otherwise set aside) or, to the best knowledge of the City,
pending or threatened which has any of the effects described in
clauses (i), (ii) or (iii) of section 7(F} hereof or contesting in
any way the completeness or accuracy of the Official Statement.
(D) No order, decree or injunction of any court of
competent jurisdiction, nor any order, ruling or regulation of the
Securities and Exchange Commission, shall have been issued or made
with the purpose or effect of prohibiting the issuance, offering
or sale of the Notes, or contemplated hereby and no legislation
shall have been enacted, or a bill favorably reported for
Exhibit B
Resolution Number ~~~+l
adoption, or a decision by a court established under Article III
of the Constitution of the united States rendered, or a ruling,
regulation, proposed regulation or official statement by or on
behalf of the securities and Exchange Commission or other
governmental agency having jurisdiction of the subj ect matter
shall be made or issued, to the effect that the Note Resolution,
the Notes or any securities of the City or of any similar body of
the type contemplated herein are not exempt from the registration,
qualification or other requirements of the Securities Act of 1933, I
as amended and as then in effect, or of the Trust Indenture Act of
1939, as amended and as then in effect;
(E) At or prior to the date of the Closing, the
Underwriter shall receive three copies of the following documents
in each case dated on and as of the Closing Date and satisfactory
in form and substance to the Underwriter:
(I) An approving opinion of Bond Counsel, as to
the Notes, addressed to the City;
(2) A letter setting forth that the Underwriter
may rely upon the approving opinion of Bond Counsel;
(3) A certificate signed by an appropriate
official of the City to the effect that (i) the representations,
agreements and warranties herein are true and correct in all
material respects as of the date of Closing; (ii) the City has
complied with all the terms of the Note Resolution and this Note
Purchase Agreement to be complied with by the City prior to or
concurrently with the Closing and such documents are in full force
and effect; (iii) there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any competent
court or public body, pending, or to his or her knowledge,
threatened against the city which has any of the effects described "I
in clauses (i), (ii) or (iii) of Section 7(F) hereof or contesting
in any way the completeness or accuracy or the Official Statement
(but in lieu of or in conjunction with such certification the
Underwriter may, at its sole discretion, accept certificates or
opinions of City Attorney or Bond Counsel, to the effect that in
their opinion the issues raised in any such pending or threatened
litigation are without substance and that the contentions of all
plaintiffs therein are without merit); and (iv) such official has
reviewed the Official Statement and on such basis certifies that
the Official Statement does not contain any untrue statement of a
material factor omit to state any material fact required to be
stated therein or necessary to make the statement therein, in
light of the circumstances in which they were made, not
misleading;
(4)
form satisfactory
city;
A nonarbitrage
to Bond Counsel,
certificate of the City, in
signed by an official of the
(5) Evidence satisfactory to the Underwriter that
the Notes shall have been rated "MIG--" by Moody's Investors
Service, Inc., (or such other rating as such rating agency may
give) and that such rating has not been revoked or downgraded;
(6) A certificate, together with fully executed
copies of the Note Resolution, of the City Clerk to the effect
that:
(i) such copies are true and correct copies
of the Note Resolution; and
I
(ii) that the Note Resolution was duly adopted
and has not been modified, amended, rescinded
or revoked and is in full force and effect on
the date of the Closing.
Exhibit B
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Resolution Number Jr/'~~
(7) Such additional legal opInIons, certificates,
proceedings, instruments and other documents as the Underwriter
may reasonably request to evidence compliance by the City with
legal requirements, the truth and accuracy, as of the time of
Closing, of the representations contained herein and in the
Official Statement and the due performance or satisfaction by the
City at or prior to such time of all agreements then to be
performed and all conditions then to be satisfied by the City.
If the City shall be unable to satisfy the conditions of the
Underwriter's obligations contained in this Note Purchase
Agreement or if the Underwriter's obligations shall be terminated
for any reason permitted by this Note Purchase Agreement, this
Note Purchase Agreement may be cancelled by the Underwriter at, or
at any time prior to, the time of Closing. Notice of such
cancellation shall be given to the City in writing, or by
~elephone or telegraph confirmed in writing. Notwithstanding any
provision herein to the contrary, the performance of any and all
obligations of the City hereunder and their performance of any and
all conditions contained herein for the benefit of the Underwriter
may be waived by the Underwriter at its sole discretion.
The Underwriter shall also have the right to cancel its
obligation to purchase the Notes, by written notice to the City,
if between the date hereof and the Closing: (i) any event. occurs
or information becomes known, which, in the reasonable
professional judgment of the Underwriter, makes untrue any
statement of a material fact set forth in the Official statement
or results in an omission to state a material fact necessary to
make the statements made therein, in light of the circumstances
under which they were made, not misleading (ii) the market. for the
Notes or the market price of the Notes or the ability of the
Underwriter to enforce contracts for the sale of the Notes shall
have been materially and adversely affected, in the reasonable
professional judgment of the Underwriter, by (a) legislation
enacted by the Congress of the United States, or passed by either
house of the Congress, or favorably reported for passage to either
house of the Congress by any committee of such house to which such
legislation. has been referred for consideration, or by the
legislature of the State of California (the "State"), or a
decision rendered by the court of the United states of the State
or by the united States Tax Court, or a ruling, order, or
regulation (final or temporary) issued by the Treasury Department
of the united States or the Internal, Revenue Service or other
Federal or State authority, which would have the effect of
changing, directly or indirectly, the Federal income tax treatment
or State tax treatment of interest on obligations of the general
character of the Notes in the hands of the holders thereof, or (b)
any new outbreak of hostilities or other national or international
calamity or crisis on the financial markets of the united States
which, in the reasonable professional judgment of the Underwriter,
would materially and adversely affect the ability of the
Underwriter to market the Notes, or (c) a general suspension of
trading on the New York stock Exchange, or fixing of minimum or
maximum prices for trading or maximum ranges for prices for
securities on the New York Stock Exchange, whether by virtue of
the determination by that Exchange or by order of the Securities
and Exchange Commission or any other governmental authority having
jurisdiction, or (d) a general banking moratorium declared by
either Federal or State of California or New York authorities
having jurisdiction; or (iii) additional material restrictions not
in force or being enforced as of the date hereof shall have been
imposed upon trading in securities generally by any governmental
authority or by any national securities exchange which, in the
reasonable professional judgment of the Underwriter, materially
and adversely affect the market price for the Notes.
10. Conditions
performance of by the City
(i) the performance by
to Obligations of
of its obligations is
the Underwriter of
the City. The
conditioned upon
its obligations
Exhibit B
Resolution Number ~,,~~
..
hereunder: and (ii) receipt by the City and the Underwriter of
oplnlon~ and certificates being delivered at the Closing by
persons and entities other than the city.
11. Expenses. (a) The City shall pay any out-of-pocket
expenses incurred by the City from the proceeds of the 1988 TRANS
issue including but not limited to (i) the cost of the
preparation, printing and delivery of the Notes: (ii) the fees for
Note ratings: (iii) the cost of the printing and distribution of I
the Official Statement: (iv) costs of preparation and reproduction
of the Note Purchase Agreement, and (b) the Underwriter shall pay
(i) fees payable by the Underwriter to the California Debt
Advisory Commission with regard to the Notes: and (ii) "and all
other costs and disbursements incurred by them in connection with
the transactions contemplated hereby.
12. Notices. Any notice or other communication to be
given under this Note Purchase Agreement (other than the
acceptance hereof as specified in the first paragraph hereof) may
be given by delivering the same in writing if to the City to the
Finance Director/Treasurer of the City, 211 Eighth Street, Seal
Beach, California 90740 and to Buchalter, Nemer, Fields & Younger,
660 Newport Center Drive, Suite 1400, Newport Beach, California
92660-6415 or if to the Underwriter, to [Underwriter's Address].
13. Parties in Interest: Survival of Representations
and Warranties. This Note Purchase Agreement when accepted by
the City in writing as heretofore specified shall constitute the
entire agreement between the City and the Underwriter}. No person
shall acquire or have any rights hereunder or by virtue hereof.
All your representations, warranties and agreements of the City in
this Note Purchase Agreement shall survive regardless of (a) any
investigation or any statement in respect thereof made by or on
behalf of the Underwriter, (b) delivery of any payment by the I
Underwriters for the Notes hereunder, and (c) any termination of
this Note Purchase Agreement.
14. Execution in Counterparts. This Note Purchase
Agreement may be executed in several counterparts each of which
shall be regarded as an original and all of which shall constitute
one and the same document.
15. Applicable Law.
shall be interpreted, governed and
laws of the State of California.
This Note Purchase Agreenent
enforced in accordance with the
Very truly yours,
[
]
By:
[
]
The foregoing is hereby agreed to and accepted as of the date
first above written.
CITY OF SEAL BEACH, CALIFORNIA
I
By:
Denis Thomas
Finance Director/Treasurer
Exhibit B