Loading...
HomeMy WebLinkAboutCity Council - 6198 t 18019-31 JHHW:CFA:jaj August 1,1990 RESOLUTION NO. 6198 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE BORROWING OF FUNDS FOR FISCAL YEAR 1990-1991,AUTHORIZING THE ISSUANCE AND SALE OF TAX AND REVENUE ANTICIPATION NOTES THEREFOR,APPROVING PRELIMINARY OFFICIAL STATEMENT AND APPOINTING BOND COUNSEL RESOLVED,by the City Council of the City of Huntington Beach, California,as follows: WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California,this City Council (the "Council') has found and determined that borrowing is needed for the requirements of the City of Huntington Beach (the "City"), a municipal corporation duly organized and existing under the laws of the State of California,to satisfy obligations payable from the General Fund of the City, and that it is appropriate that said borrowing be undertaken at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes,revenue and other moneys to be received by the City for the General Fund of the City during or allocable to fiscal year 1990-1991 ("Fiscal Year 1990-1991 NOW, THEREFORE, the City Council of the City of Huntington Beach hereby finds, determines,declares and resolves as follows: Section 1. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent(85%) of the estimated amount of the uncollected taxes,revenue and other moneys of the City for the General Fund of the City attributable to Fiscal year 1990,and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 2. Issuance and Terms of Notes. Solely for the purpose of anticipating taxes,revenue and other moneys to be received by the City for the General Fund of the City during or allocable to fiscal year 1990-1991,and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the aggregate principal sum of not to exceed $4,500,000. Such borrowing shall be by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, designated "City of Huntington Beach 1990 Tax and Revenue Anticipation Notes" (the"Notes"),to be numbered from 1 consecutively upward in order of issuance,to be in the denominations of$5,000 or any integral multiples thereof as designated by the initial purchaser thereof, to be dated the date of delivery thereof, to mature (without option of prior redemption) on a date selected by the Deputy City Administrator/Chief of Administrative Services which is approximately (but not later than) twelve months following the date of issuance of the Notes, and to bear interest, payable at maturity and computed on a 30-day month1360-day year basis, at the rate set forth in the Purchase Contract authorized pursuant to Section 15 hereof. Both the principal of and interest on the Notes shall be payable by check or draft of the City mailed to the registered owners thereof on the date of maturity of the Notes. Section 3. Form of Notes. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. "CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition,failure on the part of the City to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the City's contract with the Note owners and shall not impair the effectiveness of any such notice. Section 4. Book-Entry System. Except as provided below, the registered owner 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 a Participant, or any other person which is not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant 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 by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede &Co.,the term "Cede &Co."in this Resolution shall refer to such new nominee of DTC. If the City determines that it is in the best interest of the beneficial owners that they be able to obtain 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 registered owners of the Notes in appropriate amounts. 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 as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the General Fund of the City and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund of the City. Section 6. Security. The principal,amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue,cash receipts and other moneys which are received by the City for the General Fund of the City for the fiscal year 1990-1991. As security for the payment of the principal of and interest on the Notes,the City hereby pledges (a) an amount equal to one-half(1/2) of the principal amount of the Notes (plus one-half of the interest to become -2- 61§8 due on the Notes at maturity),of"unrestricted moneys", as hereinafter defined, to be received by the City in December,1990, (b) one-quarter (1/4) of the principal amount of the Notes (plus one- fourth of the interest to become due on the Notes at maturity), of unrestricted moneys to be received by the City in March, 1991, and(c) one-quarter(1/4) of the principal amount of the Notes (plus one-fourth of the interest to become due on the Notes at maturity), of unrestricted moneys to be received by the City in June, 1991 (all such pledged amounts described in clauses (a) through (c) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the City to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month,then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the General Fund of the City for fiscal Year 1990-1991 and which are generally available for the payment of current expenses and other obligations of the City. Section 7. Repayment Fund. There is hereby created a special fund to be held by the City designated the "1990-1991 Tax and Revenue Anticipation Note Repayment Fund (the "Repayment Fund and applied as directed in this Resolution. An money laced in the ) pp Y Y P Repayment Fund shall be for the benefit of the registered owners of the Notes,and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created;provided, however, that, any interest earned on amounts deposited in the Repayment Fund may periodically be transferred to the City's General Fund. From and after the date of issuance of the Notes, all Pledged Revenues shall, during the months in which received, be deposited in the Repayment Fund. On the maturity date of the Notes, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes in accordance with Section 2. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the City's General Fund. Section 8. Deposit and Investment of Repayment Fund. All moneys held by the City in the Repayment Fund,if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the City directly in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The Mayor is hereby authorized to execute the Notes by manual or facsimile signature, and the City Clerk of the City is hereby authorized to countersign the same by manual or facsimile signature and to affix the seal of the City thereto either manually or by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, be transferred, upon the registration books maintained pursuant to Section 11,by the person in whose name it is registered, in person or by his duly authorized attorney,upon surrender of such Note for cancellation,accompanied by delivery of a written instrument of transfer in a form approved by the -3 6198 Trustee, duly executed. Whenever any Note shall be surrendered for transfer, the City shall execute and deliver to the transferee a new Note or Notes of like tenor, maturity and aggregate principal amount. Section 11. Registration Books. The City will keep or cause to be kept sufficient records for the registration and transfer of the Notes; and, upon presentation for such purpose,the City shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records,Notes as hereinbefore provided. Section 12. Covenants and Warranties. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenues and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 13. No Arbitrage_ The City shall not take, nor permit nor suffer to be taken any action with respect to the gross proceeds of the Notes which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of the issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations promulgated thereunder. In furtherance thereof,the City shall rebate to the federal government the amounts required by Section 148(F)(2) of the Code, unless the City has met the "safe,harbor"rules set forth in Section 148(f)(4)(B)(iii) of the Code. Section 14. Approval of Preliminary Official Statement. (a) The City Council hereby finds and determines that(i) the information contained in the Preliminary Official Statement, in the form on file with the City Clerk, is true and correct in all material respects,(ii) such Preliminary Official Statement omits no statement of a material fact necessary to make the Preliminary Official Statement not misleading in light of the circumstances under which it was made, (iii) such Preliminary Official Statement is near final within the meaning of Rule 15c2-12 of the Securities Exchange Act of1934(the "Rule"), and (iv) such Preliminary Official Statement is hereby approved for distribution by Prudential-Bache Capital Funding as underwriter of the Notes (the "Underwriter"). (b) The Mayor, City Clerk, City Administrator, the Deputy City Administrator/Chief of Administrative Services,the City Treasurer,or any other qualified officers of the City are authorized to approve corrections and additions to the Official Statement, acting with the advice of the Underwriter and Note Counsel, by supplement or amendment thereto, or otherwise as may be appropriate, provided either that any such corrections or additions shall be necessary to cause the information contained in the Official Statement to conform with facts material to the Notes or to requirements of proceedings of this City, or that such corrections or additions are of form rather than of substance. (c) Within seven business days from the date of sale of the Notes, the City will deliver to the Underwriter copies of the final Official Statement,executed by an authorized representative of the City and dated the date of delivery thereof to the Underwriter, in sufficient number to allow the Underwriter to comply with paragraph (b)(4)of the Rule and the satisfy the Municipal Securities Rulemaking Board (the "MSRB") Rule G-32 or any other rules adopted by the MSRB, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and such other amendments or supplements as shall have been approved by the Agency(the "Final Official Statement"). -4 6198 (d) The Underwriter is authorized and directed to cause the Official Statement to be distributed to prospective purchasers of the Notes and to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing Notes described and offered for sale therein. Section 15. Authorization of Sale of Notes. The Notes are hereby authorized to be sold to the Underwriter, in accordance with the certain Purchase Contract by and between the City and the Underwriter in substantially the form on file with the City Clerk, so long as the net interest cost on the Notes does not exceed seven and one-half percent(7-1/2%),and so long as the discount on the Notes does not exceed one percent (1%). Subject to the foregoing limitations,the City Administrator or the Deputy City Administrator/Chief of Administrative Services is hereby authorized to execute the Purchase Contract in substantially the form on file with the City Clerk. Section 16. Appointment of Note Counsel. Jones Hall Hill & White, A Professional Law Corporation,is hereby appointed as Note Counsel for the issuance of the Notes, and that certain Agreement for Legal Services, on file with the City Clerk,is hereby approved, and the City Administrator or the Deputy City Administrator/Chief of Administrative Services is hereby authorized to execute said Agreement. Section 17. Execution of Closing Documents. The Mayor, the City Clerk, the City Administrator, the Deputy City Administrator/Chief of Administrative Services, the City Treasurer and other officers of the City are authorized and directed to execute such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by this Resolution. The foregoing Resolution was passed and adopted by the City Council of the City of Huntington Beach, California, at a meeting thereof duly held on the 6th day of August, 1990 by the following vote of the members thereof. AYES: Councilmembers: Winchel:l ,Mays,Bannister,Silva,cT, ��3 T,EY Erskine` y NOES: Councilmembers: None eputy City At ABSENT: Councilmembers: MacAl l i ster,Green ATTEST: �, J Mayon City Clerk -5- 6198 EXHIBIT A NO. $------------ CITY OF HUNTINGTON BEACH 1990 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: , 1991 August_, 1990 REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS The CITY OF HUNTINGTON BEACH, County of Orange, State of California(the "City"), acknowledges itself indebted, and promises to pay,to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above,the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above,payable on the Maturity Date stated above,calculated on the basis of 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable mailed by the City on the Maturity Date to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars($ ), all of like tenor, issued pursuant to the provisions of Resolution No. adopted by the City Council of the City on August 6, 1990, and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time,form and manner as required by law, and that this Note, together will all other indebtedness and obligations of the City, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the City for the General Fund of the City for the Fiscal Year 1990-1991. As security for the payment of the principal of and interest on the Notes, the City has pledged, from unrestricted moneys, as that term is defined below, (a) from unrestricted moneys to be received in December, 1990,an amount equal to one-half of the principal and one-half of the interest to become due on the Notes at maturity, (b) from unrestricted moneys to be received in March, 1991, an amount equal to one-quarter of the principal and one-quarter of the interest to become due on the Notes at maturity, and (c) from unrestricted moneys to be A-1 6198 received in June, 1991, an amount equal to one-quarter of the principal and one-quarter of the interest to become due on the Notes at maturity (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge on the Pledged Revenues and shall be payable from the Pledged Revenues, and to the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the General Fund of the City and which are generally available for the payment of current expenses and other obligations of the City. The Notes are issuable as fully registered Notes, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only upon presentation to the City for " such purposes and only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations,for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The City may treat the Owner hereof as the absolute owner hereof for all purposes, and the City shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the City of Huntington Beach has caused this Note to be executed by the signature of the Mayor of the City and countersigned by the signature of the City Clerk of the City,and caused its official seal to be reproduced in • facsimile hereon all as of this_day of August, 1990. CITY OF HUNTINGTON BEACH By: - Mayor (SEAL) Countersigned: APPROVED AS TO FORM:1 GAIL HUTTON City Clerk TtyEY Attorney A-2 6198 ti { ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note,shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-- as tenants in common UNIF GIFT MIN ACT Custodian TEN ENT-- as tenants by the (Gust) (Minor) entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Note and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature on this assignment must member firm of the New York Stock Exchange or a correspond with the name(s)as written on the face commercial bank of trust company of the within Note in every particular without alteration or enlargement or any change whatsoever. A-3 6198