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92-11511009-65 JHHW:BDQ:rh¢ 06/09/92 CITY OF ANAHEIM RESOLUTION NO. 92R- 115 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM AMENDING RESOLUTION NO. 92R-98 PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1992/1993 AND THE ISSUANCE AND SALE OF 1992 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the City Council of the City of Anaheim (the "City"), as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Califomia Government Code (the "Law"), this City Council (the "Council") has found and determined that moneys are needed for the requirements of the City, a municipal corporation and chartered city duly organized and existing under the laws of the State of Califomia, to satisfy obligations payable from the General Fund of the City (the "General Fund"), and that it is necessary that said sum be borrowed for such purpose 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 during or allocable to the fiscal year of the City beginning July 1, 1992, and ending June 30, 1993 ("Fiscal Year 1992/1993"); WHEREAS, the City Council of the City did, on May 12, 1992, by Resolution No. 92R- 98 (the "Original Resolution"), solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund during or ailocable to Fiscal Year 1992/1993, and not pursuant to any common plan of financing, determine to and authorized the issuance not to exceed nineteen million dollars ($19,000,000) of temporary notes under the Law, designated "City of Anaheim (Orange County, California) 1992 Tax and Revenue Anticipation Notes" (the "Notes"), to be dated July 1, 1992, to mature (without option of prior redemption) on July 30, 1993, and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate determined in accordance with the bid of the successful bidder or bidders for the Notes approved by the Finance Director or his designee, pursuant to authority delegated by the Council; WHEREAS, the City did, on June 2, 1992, receive sealed bids for the purchase of the Notes and the Finance Director did, pursuant to such delegated authority, award the sale of the Notes to Prudential Securities Inc. (the "Purchaser"), which Purchaser agreed to purchase Notes to bear interest at 3.75% per annum at a purchase price of 100.380% of the par amount thereof; WHEREAS, the United States Department of the Treasury recently modified certain rules relating to the sizing of notes of the type of the Notes relating to exemptions from the rebate requirements of the Internal Revenue Code of 1986, which prior rules were applied in the sizing of the Notes; WHEREAS, such modified rules will allow the issuance of notes in a principal amount $13,800,000 larger than the Notes as originally authorized (the "Additional Notes") which, together with the original Notes (the "Original Notes"), equals $32,800,000; WHEREAS, the Purchaser has agreed to purchase the Original Notes in accordance with the bid submitted and accepted on June 2, 1992, and has agreed to purchase the Additional Notes to bear interest at 3~75% per annum at a purchase price of 100.323% of the par amount thereof; WHEREAS, it is deskable and necessary at this time to amend the Original Resolution to ratify the sale of the Original Notes to the Purchaser, to authorize the issuance of the Additional Notes and to approve the sale of the Additional Notes to the Purchaser; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Amendment of the Original Resolution. The Original Resolution is hereby amended as follows: (a) Authorization of the Notes. The total amount of notes authorized to be issued by the City is hereby increased to thixty-two million eight hundred thousand dollars ($32,800,000). (b) Sale of the Notes. Of the total amount of the Notes, $19,000,000, representing the Original Notes, shall bear interest at the rate of 3.75% per annum and shall be sold to the Purchaser at the price of 100.380% of the par amount thereof. The remaining $13,800,000 principal amount of the Notes, representing the Additional Notes, shall bear interest at the rate of 3.75% per annum and shall be sold to the Purchaser at the price of 100.323% of the par amount thereof. (c) Amounts Pledged for Repayment. Section 5 of the Original Resolution is hereby amended in full as follows: "Section 5. Security. 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 for Fiscal Year 1992/1993. As security for the payment of the principal of and interest on the Notes the City hereby pledges the first "unrestricted moneys" (as hereinafter defined) to be received by the City (a) in the amount of $11,000,000 in the month of December, 1992, (b) in the amount of $11,000,000 in the month of April, 1993, and (c) in the amount of $10,800,000, plus an amount sufficient to pay interest as due on the Notes at their maturity, in the month of June, 1993 (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 thereon and shall be payable 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 into the Repayment Account (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month by 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, cash receipts, and other moneys intended as receipts for the General Fund for Fiscal Year 1992/1993 and which are generally available for the payment of current expenses and other obligations of the City." (d) Rebate of Excess Investment Eamings to United States. Paragraph (e) of Section 15 of the Original Resolution is hereby amended in full as follows: "(e) Rebate of Excess Investment Earnings to United States: Six-Month Expenditure Exemption. The City. covenants that it will assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(f) of the Code, to the extent applicable. The City shall not be obligated to rebate excess investment earnings to the federal government if the City complies with the provisions of section 148(f)(4)(B)(i)(I) of the Code (six-month expenditure exemption) and applicable regulations." (e) Form of Notes. The form of the Notes, set forth in Exhibit A of the Original Resolution is hereby amended in full to read as shown in Exhibit A attached hereto. Section 2. Financial Advisor. The prior appointment of the financial advisory firm of Seidler-Fitzgerald Public Finance, Los Angeles, California ("Seidler-Fitzgerald") to act as financial advisor in connection with issuance of the Notes is hereby ratified and confirmed with respect to the Additional Notes. In consideration of the increase of the principal amount of the Notes, the professional fee to be paid to Seidler-Fitzgerald is hereby increased to $13,250.00, plus out of pocket expenses not to exceed $1,000. Section 3. Bond Counsel. The prior appointment of the law firm of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California ("Jones Hall") to act as bond counsel in connection with the issuance of the Notes is hereby ratified and confirmed with respect to the Additional Notes. In consideration of the increase of the principal amount of the Notes, the legal fee to be paid to Jones Hall is hereby increased to $13,940.00, plus out of pocket expenses not to exceed $3,500. Section 4. Confirmation of Original Resolution. All representations, covenants, warranties and other provisions of the Original Resolution, unless specifically amended, modified or supplemented by this Resolution, are hereby confirmed, ratified and continued. Section 5. Official Action. The Mayor, the City Manager, the Finance Director, the Assistant Finance Director, the City Treasurer and the City Clerk, or any of them, are further authorized and directed to make, execute and deliver such certificates, agreements and other closing documents as are necessary to consummate the t~ansacfions contemplated by this Resolution. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 16 day of June, 1992, by the following vote: (MAYOR OF THE CITY ~ Attest: CITY CLERK OF THE CITY OF ANAHEIM -3- STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 92R- 115 was introduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 16th day of June, 1992, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Ehrle, Pickler, Daly and Hunter NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 92R~ 115 on the 17th day of June, 1992. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 17 th day of June, 1992. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I~ LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 92R- 115 duly passed and adopted by the Anaheim City Council on June 16, 1992. CITY CLERK OF THE CITY OF EXHIBIT A No. 1 *****$32,800,000.00***** [Form of Note] CITY OF ANAHEIM (ORANGE COUNTY, CALIFORNIA) 1992 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: 3.75% July 30, 1993 July 1, 1992 032537 FK6 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: THIRTY-TWO MILLION EIGHT HUNDRED THOUSAND DOLLARS The CITY OF ANAHEIM, a municipal corporation and chartered city, duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), for value received hereby 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 at maturity 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 thirty-two million eight hundred thousand dollars ($32,800,000), all of like tenor, issued pursuant to the provisions of Resolution No. 92R-98 of the City Council of the City duly passed and adopted on May 12, 1992, as amended by Resolution No. 92R- of the City Council of the City duly passed and adopted on June 16, 1992, 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 the Notes exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with 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 Fiscal Year 1992/1993. As security for the payment of the principal of and interest on the Notes the City has pledged the first "unrestxicted moneys" (as hereinafter defined) to be received by the City (a) in the amount of $11,000,000 in the month of December, 1992, (b) in the amount of $11,000,000 in the month of April, 1993, and (c) in the amount of $10,800,000, plus an amount sufficient to pay interest as due on the Notes at their maturity, in the month of June, 1993 (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 thereon and shall be payable from the Exhibit A Page I 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 into the Repayment Account (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month by 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, cash receipts, and other moneys intended as receipts for the General Fund of the City for Fiscal Year 1992/1993 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 $1,000 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 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 conlrary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 1S WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Anaheim has caused this Note to be executed by the Finance Director of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of the Issue Date stated above. CITY OF ANAHEIM By [Signaturel Finance Dkector [SEAL] Countersigned: By [Signaturel City Clerk Exhibit A Page 2 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 ~ ACT Custodian TEN ENT -- as tenants by the (Cust) (Minor) __ entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act __ right of survivorsMp (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 hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Note and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the Note register of the City with full power of substitution in the premises. Dated.: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a NOTICE: The signature(s) on this assignment member finn of any national stock exchange or a must conespond with the name(s) as written commercial bank or lrust company on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 3