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HomeMy WebLinkAboutCC Res 3606 1986-06-09 RESOLUTION NO. 36c~ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH PROVIDING FOR THE ISSUANCE AND SALE OF ITS 1986 TAX AND REVENUE ANTICIPATION NOTES IN THE AMOUNT OF $2,200,000 AND APPROVING THE PRE- LIMINARY OFFICIAL STATEMENT FOR USE IN CONNECTION THEREWITH I WHEREAS, in order for this City to meet its lawful obli- gations prior to the receipt of revenue and taxes in fiscal year 1986-87 it is necessary to temporarily borrow funds in the amount of $2,200,000; and WHEREAS, the City may borrow for such purposes, such indebtedness to be represented by Tax and Revenue Anticipa- tion Notes issued pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California; and WHEREAS, the City has successfully negotiated with Security Pacific Capital Markets Group for the sale of $2,200,000 of such 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 this Council a form of Note Purchase Agreement by and between the City and Security Pacific Capital Markets Group providing for the sale I of the City's notes on certain terms and conditions; and WHEREAS, there has been presented to this Council a form of paying Agency Agreement by and between the City and Security Pacific National Bank; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Seal Beach, California, as follows: Section 1. The Council has reviewed all proceedings I 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 per- formed in due time, form and manner as required by law, and Resolution Number~' the 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 form of Note Purchase Agreement is here- by approved. The Director of Finance is authorized to nego- I tiate the rate of interest for the Notes at a rate not to exceed 12% per annum and to insert said rate in said Note Pu;chase Agreement. The Mayor or his designee is hereby authorized and directed to execute the Note Purchase Agree- ment in the name of and on behalf of the City. Section 3. Negotiable notes in the name of the Ci ty (the "Notes") in the aggregate principal amount of $2,200,000 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 I Article 7.6 of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California. The Notes shall be dated July 1, 1986 and shall bear interest at ~he rate of interest provided for in the Note Purchase Agreement. Such interest shall be payable on maturity. The Notes shall mature on June 30, 1987, shall be numbered from 1 consecutively upward in order of their issuance, and shall be issued in the denomination of $5,000. 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 National Bank in Los Angeles, California. Section 4. The Notes shall not be subject to call or redemption before their fixed maturity date. Section 5. 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 num- bers to comply with the provisions of this resolution: I Resolution Number ;1~~ STATE OF CALIFORNIA CITY OF SEAL BEACH 1986 TAX AND REVENUE ANTICIPATION NOTE Number $ I FOR VALUE RECEIVED, the City of Seal Beach, California, a municipal corporation organized and existing under and by virtue of the laws of the State of California (the "City"), promises to pay to BEARER on June 30, 1987, the principal sum of THOUSAND DOLLARS ( $ ) in lawful money of the United States of America, with interest thereon at the rate of percent ( %) per annum from the date hereof and payable on maturity. Interest shall be computed on a thirty (30) day month, 360-day year basis. Both the princi- pal of and interest on this note shall be payable only upon surrender of this note as the same shall become due at the office of the Security Pacific National Bank in the City of Los Angeles, California, the Paying Agent~ 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 part of an issue of $2,200,000 aggregate principal amount of notes (the "Notes") issued by the City I , Council of the City of Seal Beach, State of California (the "City") 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 53850-53858, inclusive of said Code), and a Resolution duly adopted by the City Council on June 9, 1986. I Payment of the principal and 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 1986-87 Resolution Number~~~ . ,. ;.... .. .' I from: (a) the first $1,000,000 of unrestricted taxes, income, revenues, cash receipts and other moneys to be received by the City in the month of December, 1986 ~ (b) the first $600,000 of such moneys to be received in the month of April, 1987~ (c) the first $600,000 of such moneys to be received in the month of May, 1987~ and (d) the first of such moneys in an amount sufficient to pay the interest on the Notes at maturity to be received in the month of June, 1987. 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. IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all I 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. IN WITNESS WHEREOF, the City Council of the City has caused this Note to be executed by its Mayor, by the City Clerk, and by the Director of Finance of said City by their manual or facsimile signatures, and has caused its official seal (or facsimile thereof) to be affixed hereon, and has caused this Note to be dated July 1, 1986. I Mayor of the City of Seal Beach [SEAL] COUNTERSIGNED: City Clerk of the City of Seal Beach Director of Finance of the City of Seal Beach Resolution Number~ Section 6. The Mayor of the City is hereby authorized and directed to sign each of the Notes, the City Clerk and the Director of Finance of the City of Seal Beach are 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 signa- tures may be printed, lithographed or engraved by facsimile signature, but at least one of such signatures shall be manual. Such signing, 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 7. There is hereby established and created a special account within the General Fund designated the "1986 Tax and Revenue Anticipation Notes Tracking Account (the Tracking Account). The Council covenants on behalf of itself and the City to account for all of the gross proceeds (as defined in the Tax Reform Bill of 1985, as adopted by the United States House of Representatives on December 17, 1985 (H.R. 3838)) of the sale of the Notes in said account and to use such proceeds in such a manner as such notes shall not become non-essential function bonds within the definition of said H.R. 3838. All proceeds of sale of the Notes shall be deposi ted into the General Fund of the City and credited to the Track- ing Account, to be withdrawn and expended for any purposes 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 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 Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Notes are outstanding, the I I I Resolution Number .5&'tJ~ . . . I City and its appropriate officers and employees shall comply with all requirements of said Section l03(c) and all regula- tions 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 Council covenants on behalf of itself and the City to comply with each applicable requirement of H.R. 3838 and specifically covenants that it or the City will file any required information reports and take any other action necessary to ensure that interest on the Notes will remain exempt from federal income taxes, except as to any such requirement with respect to which (1) the Council receives an Opinion of Bond Counsel of recognized standing in the field of law relating to municipal bonds to the effect that con- tinuing compliance by the Council and the City wi th such requirement of B.R. 3838 is not required in order to maintain the federal income tax exemption of interest on the Notes, or (2) congressional action shall have taken place which is generally accepted by the municipal bond market as providing assurance that the effective date with respect to such requirement or the substantive requirement applicable to the Notes set forth in the Bill will be changed such that said requirement would no longer apply to the Notes. Section 8. The Notes and the interest thereon shall be secured by a pledge of and first lien and charge against, and the City hereby pledges: (a) the first $1,000,000 of unre- stricted taxes, income, revenues, cash receipts and other moneys to be received by the City in the month of December, 19861 (b) the first $600,000 of such moneys to be received in the month of April, 19871 (c) the first $600,000 of such moneys to be received in the month of May, 19871 and (d) the first of such moneys in an amount sufficient to pay the interest on the Notes at maturity to be received in the month of June, 1987, such amounts hereinafter called the "Pledged Moneys." There is hereby established and created a special I I Resolution Number j'~ account within the General Fund designated the "l9S6 Tax and Revenue Anticipation Notes Repayment Account," (hereinafter called "Repayment Account"), 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 Repayment Account of the full amount of the Pledged Moneys to be deposi ted by Apr il 30, 1987, 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. 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 Notes and the interest thereon. 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. Any money deposited in said special account may be invested as permit- ted by Section 53601 of the Government Code of the State of California, 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 June 27, 1987, the City shall transfer to the Paying Agent in immediately avail- able funds an amount sufficient to pay the principal of and the interest on the Notes. Any moneys remaining in the Repayment Fund after such transfer may be released to the General Fund. Seetion 9. The Council hereby finds and determines that the aggregate principal amount of the Notes, together with interest thereon, does not exceed 85 percent 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. I I I Resolution Number ~~ .~ '" .. , ~. Section 10. The Director of Finance of the City is hereby authorized and directed to deliver the Notes to the Security Pacific Capital Markets Group (the "Underwriter") upon payment of the purchase price, namely, a sum not less than $2,178,000 plus accrued interest to the date of delivery I thereof. The Notes shall bear interest, payable at the maturity of the Notes, at the rate hereinabove set forth. Section 11. The Director of Finance of the City is directed to cause the Notes to be lithographed, printed or engraved, said Notes to show on their face that the same bear interest at the rates aforesaid, and to cause the blank I spaces to be filled in to comply with the provisions of the 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 12. The Mayor of the Ci ty or the Di rector of Finance of the City or his authorized deputy are 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 Section 103(c) of the Internal Revenue Code of 1954, as amended; (b) a certificate certifying to the genuineness and due execution of the Notes; and (c) a receipt evidencing the payment of the purchase pr ice of the Notes, which receipt shall be conclusive evidence that said purchase price has I 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 Resolu- tion. Such officers are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 13. The Preliminary Official Statement, dated June 9, 1986, in substantially the form presented to this Resolution Number~~~ meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved for us in connec- tion wi th 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, I and thereupon to cause the Official Statement and any such amendment to be delivered to the Underwriter with such approval to be conclusively evidenced by his execution and delivery thereof. Section 14. 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. Section 15. This resolution shall take effect from and after its passage and adoption. I ~~;;c:;.:":;~..~ ;~~'+. .:)~ III. .:;".. "'Q~ ..:.. ",... 0 ~" . .~ Q .....~I/ " ,q'~' ,.0_ "..0 .~ ',,\':- "'" C': ....,r....~..: t.....4F' 011 . . - $' I, Joanne M. Yeo, City Clerk 0 16?' of Seal Beach, California, do hereby certify that t e foregoing resolution is the original copy of Resolution Number 3606 on file in the office of the City Clerk, passed, approv nd adopted by the City Council of the Ci~9f Seal Beach a egular meeting I/)eof held on the ':1...'!..:1. day of , 1986. . f PASSED, APPROVED AND ADOPTED by the City Council of the City of se~Beach, at a meeting thereof held on the S7~ day of "t...v,~ , 1986 AYES Councilmember NOES: Councilmembers ABSENT: Councilmembers ATE OF CALI FORNI COUNTY OF ORl\NGE CITY OF SEAL BEACH ) .) SS ) I