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HomeMy WebLinkAboutCC Res 3703 1987-06-29 RESOLUTION NO. .:!7t;3 , RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH, AMENDING AND RESTATING RESO- LUTION NO. 3692 PROVIDING FOR THE ISSUANCE AND SALE OF ITS 1987 TAX AND REVENUE ANTICI- PATION NOTES IN THE AMOUNT OF $1,850,000: APPROVING OFFICIAL STATEMENT, NOTE PURCHASE AGREEMENT AND PAYING AGENCY AGREEMENT: PLEDGING REVENUES AND ENTERING INTO CERTAIN TAX COVENANTS IN CONNECTION WITH SAlD NOTES . I WHEREAS, in order for City of Seal Beach (the "City") to meet its lawful obligations prior to the receipt of revenue and taxes in fiscal year 1987-88, it is necessary to temporarily borrow funds in the amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000); WHEREAS, the City may borrow for such purposes, such indebtedness to be represented by tax and revenue anticipa- tion notes (the "Notes") issued pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California: WHEREAS, the City Council of the City (the "City Council") has successfully negotiated with Security Pacific I Merchant Bank for the sale of the Notes, and has sold the .' Notes subject to the terms set forth in a Note Purchase Agreement, and the City now wishes to issue the Notes; WHEREAS, there has been presented to the City Council a form of Note Purchase Agreement by and between the City and Security Pacific Merchant Bank providing for the sale of the Notes on certain terms and conditions: and WHEREAS, there has been presented to the City Council a form of Paying Agency Agreement by and between the City and Security Pacific National Bank (the "Paying Agent"): and WHEREAS, the Board adopted Resolution No. 3692 on May 26, 1987, which Resolution omitted certain information with respect to the issue of the Notes, and the Board wishes to amend and restate Resolution No. 3692 to correctly set forth such information. I NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Seal Beach, State of California, as follows: Resolution Number ~~~~ Section 1. Resolution No. 3692 adopted on May 26, 1987, is hereby amended and restated as of May 26, 1987, nunc pro tunc, as set forth herein. Section 2. 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 3. The form of Note Purchase Agreement is here- by approved. The Director of Finance is authorized to nego- tiate the rate of interest for the Notes at a rate not to exceed twelve percent (12%) per annum and to insert said rate in said Note Purchase Agreement. The Mayor or his designee I is hereby authorized and directed to execute the Note Pur- chase Agreement in the name of and on behalf of the City. I. Section 4. Negotiable notes in the name of the City in the aggregate principal amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) 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 Article 7.6 of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the .State of California. I The Notes shall be dated the 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 365 days after the date of delivery, shall be numbered from 1 consecutively upward in order of their issuance, and shall be issued in the denomina- tion of $5,000, or any integral multiple thereof. Both the principal of and interest on the Notes shall be payable in Resolution Number .3?t,.~ . lawful money of the United States of America upon presenta- tion and surrender at the offices of Security Pacific Nation- al Bank in Los Angeles, California. Section 5. The Notes shall not be subject to call or redemption before their fixed maturity date. Section 6. The Notes shall be issued without coupons I 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 1987 TAX AND REVENUE ANTICIPATION NOTE Number $25,000 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 BEARER on July 6, 1988, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) in lawful money of the United States of America, with interest thereon at the rate of FOUR AND TWENTY-FIVE ONE HUNDREDTHS PERCENT (4.25\) per annum from the date hereof and payable on maturity. I 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 payable only upon surrender of this Note, as the same shall become due, at the office of the paying agent, Security Pacific National Bank, in the City of Los Angeles, 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 One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) 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 I 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 May 26, 1987, as amended. Payment of the principal of and the interest on this I Note are secured by a pledge of and first lien and charge against moneys to be received by the City in fiscal year 1987-88 from: (a) the first $1,000,000 of taxes, income, revenues, and other moneys to be received by the City in December 1987; and (b) the first $850,000 of such moneys, plus an amount sufficient to pay the interest on the Notes, to be received by the City in April 1988. 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. Resolution Number ~ " I IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Notes 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 regu- lar 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. IN WITNESS WHEREOF, the City Council of the City has caused this Note to be executed by the Mayor and the Director of Finance 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 7, 1987. "'u; ? ,'.,I ~1. ~ .. /7 ~~ I~I ~ Mayor of the City of Seal Beach Is/ Director of Finance of the City of Seal Beach [SEAL] I COUNTERSIGNED: /s/ City Clerk of the City of Seal Beach Section 7. The Mayor and the Director of Finance 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 I . at least one of ~uch signatures shall be manual. Such sign- ing, 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 8. 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 Resolution Number~ 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 I 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 office~s 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 on behalf of itself and the City to comply with each applicable requirement of the Code and specifically covenants: (a) That not in excess of the lesser of five percent (5%) or Five Million Dollars ($5,000,000) of the net proceeds of the Notes (as such term is defined in Code section lSO(a)(3)) will be used, directly or indirectly, either to make or finance a loan (other than loans which are used to acquire or carry Nonpurpose Investments) to any person other than a state or local governmental unit: (b) That not in excess of ten percent (10%) of the net proceeds of the Notes (as such term is defined in Code Sec- tion 150(a)(3)) will be used, directly or indirectly in any activity carried on by anyone other than a state or local governmental unit if, in addition, the payment of more than ten percent (lO%) of the principal or ten percent (10%) of the interest due on the Notes during the term thereof is, under the terms of the resolution of issuance or any under- lying arrangement, directly or indirectly, secured by any interest in property used or to be used, directly or indirec- tly, in any activity carried on by anyone other than a state or local governmental unit or is to be derived from payments, I I I I I Resolution Number ~ whether or not to the City, in respect of property or bor- rowed money used or to be used, directly or indirectly, in any activity carried on by anyone other than a state or local governmental unit; (c) That, in the event that both (A) an amount in excess of five percent (5\) of the net proceeds of the Notes (as such term is defined in Code Section l50(a)(3)), directly or indirectly, in any activity carried on by anyone ot~er than a state or local governmental unit, and (B) an amount in excess of five percent (5\) of the principal or five percent (5\) of the interest due on the Notes during the term thereof is, under the terms of the Notes or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used in any activity carried on by anyone other than a state or local governmental unit or in payments in respect of property used or to be used in any activity car- ried on by anyone other than a state or local governmental unit or is to be derived from payments, whether or not to the City, in respect of property or borrowed money used or to be used in any activity of anyone other than a state or local governmental unit, then said excess over said five percent (5\) of net proceeds of the Notes (as such term is defined in Code Section 150(a)(3)) used in any activity carried on by anyone other than a state or local governmental unit shall be used for uses related to the governmental use of the pro- ceeds, and shall not exceed the amount of the proceeds of the Notes which are to be used for the governmental use of the portion of the proceeds to which such use by anyone other than a state or local governmental unit is related. (d) That it shall file such reports or other documents with the Internal Revenue Service as are required by the Code and the Treasury Regulations. (e) That it will invest none of the Gross Proceeds of the Notes in investments which are deemed to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The Finance Director is authorized and directed to ensure compliance with these covenants. Resolution Number ~j1~~ , Section 9. 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 1987-88, and the City hereby pledges: (a) the first $1,000,000 of taxes, income, revenues, and other moneys to be received by the City in December 1987; and (b) the first $850,000 of such moneys, plus an amount sufficient to pay the interest on the Notes, to be received by the City in April 1988. Such amounts shall hereinafter be called the "Pledged I Moneys." There is hereby established and created a special fund, designated the "City of Seal Beach 1987 Tax and Revenue Anticipation Note Payment Fund" (hereinafter called "Payment Fund"), into which the Director of Finance shall deposit all of said pledged moneys promptly at the time of distribution thereof. In the event that there are insufficient moneys received by the City to permit deposit into the Payment Fund of the full amount of the Pledged Moneys to be deposited by April 30, 1988, 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 pr incipal of and interest on the Notes. The principal of the Notes and the interest thereon shall be payable from said Pledged Moneys I and from all other income, revenue, cash receipts and moneys of the City lawfully available for the payment of the pr incipal 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. 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. On or before the third day prior I Resolution Number ~ I to the maturity date of the Notes, the City shall transfer to the Paying Agent, in immediately available funds, an amount sufficient to pay the principal of and the interest on the Notes. Any moneys remaining in the Payment Fund after such transfer may be released to the General Fund. Section 10. 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 prin9ipal of and the interest on the Notes. Section 11. The Director of Finance of the City is hereby authorized and directed to deliver the Notes to Secu- r i ty Pacific Merchant Bank (the "Underwr iter") upon payment of the purchase price, namely, a sum not less than the aggre- gate principal amount of the Notes, less a discount, as provided in the Note Purchase Agreement, not to exceed one percent (1\) plus accrued interest to the date of delivery thereof. The Notes shall bear interest, payable at the maturity of the Notes, at the rate hereinabove set forth. Section 12. The Director of Finance 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 resolu- tion, 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 13. The Mayor or the Director of Finance 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 I I Reso 1 uti on Number~ 10.3 . to the tax exemption of the Notes pursuant to Sections 103(b) and 148 of the Code; (b) a certificate certifying to the gen- uineness 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 takef or holder of the Notes is hereby authorized to rely upon and shall be justi- fied in relying upon any such certificate or receipt with respect to the Notes executed pursuant to the author i ty - 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 14. The Preliminary Official Statement, dated I June 22, 1987, in substantially the form presented to this I meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved for use in connec- tion with the offering and sale of the Notes. The Finance Director 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 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 execu- tion and delivery thereof. Section 15. The form of the Paying Agency Agreement is hereby approved and the Mayor or his designee is hereby authorized and directed to execute the same in the name of and on behalf of the City. I Resolution Number ~ Section 16. 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 subordinate entities thereof) during the 1987 calendar year is not reasonably expected to exceed Five Million Dollars ($5,000,000). I The City Council further 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 17. This resolution shall take effect from and after its passage and adoption. PASSED, APPROVED AND ADOP by the City Cou ncil of the City of adj.urned meetinq thereof held on the , 1987, by the following S~~~Ch at a regular ~ day of vot : AYES: Councilmember NOES: Councilmembers ABSENT: Councilmembers I ~~ If~ Mayor ATTEST: City STAT OF CALIFORNIA) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Joanne M. Yeo, City Clerk of Seal Beach, California, do hereby certify that the f~e oing resolution is the original copy of Resolution Number 'd3 on file in the office of the City Clerk, passed, appr ed and ado ed by the City Council of the City of s~~ach, at a regu r journed meeting thereof held on the day of , 1987. I Resolution Number .31t73 DISCLOSURE AND NO LITIGATION CERTIFICATE I, Denis J. Thomas, Director of Finance of the City of Seal Beach, State of California (the "City"), state: 1. I have reviewed the Official Statement, dated June 22, 1987, describing the One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) in aggregate principal amount of . the 1987 Tax and Revenue Anticipation Notes '( the "Notes"), of the City, maturing on July 6, 1988. I hereby confirm to Security Pacific Merchant Bank, the purchaser of the Notes (the "Purchaser") under a Note Purchase Agreement (the "Note Purchase Agreement") by and between the City and the Pur- chaser, that on the date of the sale of the Notes and at the time of delivery thereof, to the best of my knowledge and belief, the Official Statement did not and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading: and that there has been no material adverse change in the financial condition or affairs of the City between the date of the sale and the date of delivery of the Notes. 2. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court or public body, pending or, to my knowledge, threatened against the City which has any of the effects described in Section 7(F) of the Contract of Purchase, or contesting in any way the completeness or accuracy of the Official Statement. DATED: July 7, 1987. DENIS J. THOMAS Director of Finance City of Seal Beach of the 6/25/87 5/21l/064075-0005/125 I I I I II I Resolution Number ~~~_ , SIGNATURE CERTIFICATE We, the undersigned, officials of the City of Seal Beach, State of California (hereinafter called the "issuing body"), holding the respective offices hereinbelow set oppo- site our signatures, do hereby certify that on the date below set forth we officially signed and executed by manual or fac- simile signature the following described notes, to wit: Title of Notes: City of Seal Beach 1987 Tax and Revenue Anticipation Notes Principal Amount: Interest Rate: $1,850,000 4.25\ per annum July 7, 1987 Date of Notes: as follows: Denomination Number Maturi tv $25,000 74 July 6, 1988 We further certify that the seal of said issuing body is affixed to said notes and is impressed hereon and is the legally adopted, proper and only official seal of said issu- ing body. [SEAL] We further certify that said officials at the time of signing said notes held said offices respectively, and that they now hold the same. DATED: Name Official Title Mayor of the City of Seal Beach Edna Kilson Joanne M. Yeo City Clerk of the City of Seal Beach Denis J. Thomas Director of Finance of the City of Seal Beach 5/211/064075-0005/152 Resolution Number ,j~!3 , CERTIFICATE AS TO REPRESENTATIONS AND WARRANTIES I, DENIS THOMAS, Finance Director of the City of Seal Beach (the "City"), acting solely in my official and not in my personal capacity, do hereby certify as follows: 1. That each of the representation~, agreements and warranties of the City contained in the Note Purchase Agree- ment, dated June 23, 1987, between the City and Security Pacific Merchant Bank, is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof. 2. That the City has complied with all the terms of Resolution No. 3692 of the City Council of the City, adopted on May 26, 1987, as amended (the "Resolution") and the Note Purchase Agreement to be complied with by the City prior to or concurrently with the closing, and the Resolution and the Note Purchase Agreement are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand as of this 7th day of July, 1987. DENIS THOMAS Finance Director 6/25/87 5/2l1/064075-0005/133 I I I Resolution Number ~~;J . NO LITIGATION CERTIFICATE I I certify, on behalf of the City of Seal Beach, State of California (the "City"), that, to the best of my knowledge: 1. No litigation of any nature is now pending, or threatened, restraining or enjoining the issuance or delivery of the One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) in aggregate principal amount of 1987 Tax and Revenue Anticipation Notes (the "Notes") of the City, or any part thereof, or in any manner questioning the proceedings or authority by which the same are issued, or affecting the validity of said Notes; and 2. No litigation is now pending or threatened questioning the political existence of the City or contesting the City's ability to levy ad valorem taxes or contesting the City's ability to issue and repay the Notes. II DATED: July 7, 1987 GREGORY W. STEPANICICH City Attorney I 6/25/87 5/211/064075-0005/132 . . Reso 1 uti on Number ~ 103 , CERTIFICATE OF POSTING AGENDA I, Joanne M. Yeo, hereby certify as follows: I am CleTk of the City of Seal Beach. At least 72 hours prior to the following specified adjourned regular meeting of the City Counc~l of said City, I caused to be posted a list of items constituting the agenda for said meeting at 211 Eighth Street, Seal Beach, California, a place where members of the public might view the same, said meeting being an adjourned regular meeting held on June 29, 1987. Copies of said list constituting said agenda, which is in all respects the same as that so posted, is attached hereto and incorporated herein by reference. I certify under penalty of perjury that the foregoing is true and correct. Executed at Seal Beach, California, this day of , 1987. Joanne M. Yeo Clerk of the City of Seal Beach 6/25/87 5/21l/064075-0005/l0l.2 I I I Resolution Number~ CERTIFICATE AS TO FULL FORCE AND EFFECT OF RESOLUTION I I, JOANNE M. YEO, Clerk of the City of Seal Beach, do hereby certify that the attached is an excerpt from the proceedings of the City Council of the City of Seal Beach of the County of Orange, State of California, for an adjourned regular meeting held on the 29th day of June, 1987. The above-mentioned excerpt from the minutes of the City Council is a true and correct copy for the meeting of June 29, 1987, and has not been amended, superseded or repealed. The above-mentioned excerpt from the minutes of the City Council was duly taken pursuant to Section 40801 of the Government Code and constitutes official minutes as provided therein. WITNESS my hand as of this 7th day of July, 1987, at Seal Beach, California JOANNE M. YEO Clerk of the City of Seal Beach I , .... . . .rt" . ~. I 6/25/87 5/211/064075-000~/101.1 . , '.