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HomeMy WebLinkAboutCC Res 3310 1983-09-26 RESOLUTION NUMBER ~~I'~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH PROVIDING FOR THE ISSUANCE AND SALE OF ITS 1983 TAX AND REVENUE ANTICIPATION NOTES IN THE AMOUNT OF $2.000.000 WHEREAS. in order for this City to meet its lawful obligations prior to the receipt of revenue and taxes in fiscal year 1983-84 it is necessary to temporarily borrow funds in the amount of $2,000.000; and WHEREAS. the City may borrow for such purposes. such indebtedness to be represented bv Tax and Revenue AnticiDation Notes issued Dursuant to Article 7.6. Chapter 4. Part 1. Division 2. Title 5 of the Government Code of the State of California; and Wf!EREAS. the City has successfully negotiated with Bank of America NT&SA for the sale of $2,000,000 of such Notes. and has sold the Notes subject to the terms set forth in a Note Purchase Agree- ment. 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 Bank of America NT&SA providing for the sale of the City's notes on certain terms and conditions; and I WHEREAS. there has been presented to this Council a form of Fiscal and Paying Agency Agreement by and between the City and Bank of America NT&SA; 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 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 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 hereby approved. The Director of Finance is authorized to negotiate the rate of interest for the Notes at a rate not to exceed 12% per annum and to insert said rate in said Note Purchase Agreement. The Mayor or his designess is hereby authorized and directed to execute the Note Purchase Agreement in the name of and on behalf of the City. Section 3. Negotiable notes in the name of the City (the "Notes") in the aggregate principal amount of $2.000.000 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 I Division 2 of Title 5 of the Government Code of the State of Ca li forni a. The Notes shall be dated October ~~~. 1983 and shall bear interest at the rate of interest pr Vl ed for in the Note Purchase Agreement. Such interest shall be payable on maturity. The Notes shall mature on October 02~~~. 1984. shall be numbered from 1 consecutively upward in~of their issuance and the first forty (40) of which shall be issued in the denomination I Resolution Number ~alCJ of $5,000 and the seventy two (72) of which shall be issued in the denomination of $25,000. 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 Bank of America NT&SA, Corporate Agency Division in San Francisco, California. I 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 sub- stantially 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 CITY OF SEAL BEACH 1983 TAX AND REVENUE ANTICIPATION NOTE Number $ FOR VALUE RECEIVED, the City of Seal Beach, California, a municipal corporation organized and existing under and by virture of the laws of the State of California (the "City"), promises to pay to BEARER on October , 19B4, at the offices of Bank of America NT&SA, Corporate Agency Division, in the City of San Francisco, California, 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. Both the principal of and the interest on this note shall be payable only upon surrender of this note as the same shall become due at the office of said paying agent. This note is part of an issue of $2,000,000 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 53850-53B58, inclusive, of said Code). This note and the interest hereon are secured by a pledge of and first lien and charge against moneys to be received by the City from: (a) the first $300,000 of unrestricted taxes, income, revenues, cash receipts and other monies to be received during December 19B3; (b) the first $300,000 of such monies to be received during January 1984; (c) the first $900,000 of such monies to be received during April 19B4; (d) the first $500,000 of such monies together with an amount sufficient to pay the interest due on the notes, to be received during June 1984. This note and the interest hereon 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 this note and interest hereon. I 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 of Seal Beach, California, including a resolution duly and regularly passed and adopted by said Council authorizing the same, and that all acts, conditiqns 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 Resolution Number ~)~ excee~ any limit prescribed by the Constitution and statutes of the State of California. IN WITNESS WHEREOF. the City Council of the City of Seal Beach. California, 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 and facsimile signatures and sealed under its official seal and has caused this note to be dated October 1983. , I (SEAL) COUNTERSIGNED: C Director of Finance of the City of Seal Beach 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 I 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 a 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, All proceeds of sale of the Notes shall be deposited into the General Fund of the City. 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 City and its appropriate officers and employees shall comply with all requirements of said Section 103(c) and all regulations issued thereunder, to the extent that such requirements are, at the time. applicable and in effect. 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 $300,000 of unrestricted taxes, income, revenues. cash receipts and other monies to be received during December 1983; (b) the first $300,000 of such monies to be received during January 1984; (c) the first $900,000 of such monies to be received furing April 1984; (d) the first $500,000 of such monies together with an amount sufficient to pay the interest due on the notes to be received during June 1984. I Resolution Number a.:'J/a , " '.. : I There is hereby established and created a special account within the General Fund designated the "1983 Tax and Revenue Anticipation Notes Repayment Fund," to be held by Bank of America NT&SA as Fiscal and Paying Agent at its San Francisco office 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 pledged revenues to permit deposit into said special account of the full amount of the pledge to be deposited in that month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repay- ment of the notes and interest thereon. 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. I Moneys shall be withdrawn from said fund for the sole purpose of p~ing the principal of the the interest on the Notes as the same shall become due and payable. Any money deposited in said special account may be invested as permitted by Section 53601 of the Government Code of the State of California, and the proceeds of any such investments shall be deposited in said special account and shall be part of the above pledged revenues. Any moneys in said special fund in excess of the amount required to pay the principal of and the interest on the Notes as the same shall become due and p'ayable, may be withdrawn by the City on or after October ~~, 1984 and released to the General Fund. Section 9. The Council hereby finds and determines that the aggre9ate 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. Section 10. The Director of Finance of the City is hereby authorized and directed to deliver the Notes to the Bank of America NT&SA (the "Underwriter") upon payment of the purchase price, namely, $1,980,000 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 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 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 City or the Director of Finance of the City or his authorized deputy are further authorized and directed to make, execute and deliver to the Underwriter (a) a certifi- cate 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 certif~ing 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 I Resolution Number ~I'~ this Resolution. 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 form of the Fiscal and 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 14. This resolution shall take effect from and after its passage and adoption. I PASSED, APPROVED AND ADOPTED by the-C't at a meeting thereof held the ~~ by the following vote: AYES: Councilmembe NOES: Councilmembers ABSENT: Councilmembers Beach , 1983 ~ir~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF' SEAL BEACH ) ~~'"'''' :-o~ !oEAL :\'_1 :- J. .........".... It ,;"'.~ ....0'..... -.~, '\ #',~ ."'~'" J'~.. .JI_ ~......" 0..7 ~:'\\.- 0, ~ .... ..., ~ " " . lo: ~:~~ z . .._ ~'" .'') Q:;ef Il."P' ..i"'",. .,.". ~i: .,."'.0 ../0'" 'II Q.. '" ,.'.. ~ 'I '1 .~ -. 21. .. "_ '1"" C": -..U..- .-'\,: - II'".~(J Nt'(~~ '\\wmu...... I ATTEST: I, Joanne M. Yeo, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number ~~~ on file in the office of the City Clerk, passed, approved and adopted. by 'the City .C)!uncil of ~ty ~ se~~at a regular meeting thereof held. on the O21D<t( day of 112 b. , 1983. v I