Loading...
94-02211009-79 JHHW:BDQ:rhc 01/26/94 CITY OF ANAHEIM RESOLUTION NO. 94R- 22 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993/1994 AND THE ISSUANCE AND SALE OF 1994 TAXABLE NOTES THEREFOR RESOLVED, by the City Council of the City of Anaheim (the uCity"), 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 California 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 California, 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, 1993, and ending June 30, 1994 ( Fiscal Year 1993/1994 ), and WHEREAS, Rauscher Pierce Refsnes, Inc., as financial advisor to the City (the "Financial Advisor"), has been directed to prepare a preliminary official statement containing information material to the offering and sale of the Notes described below (the "Official Statement") and bond counsel to the City has been directed to prepare a notice of sale (the "Official Notice of Sale") and a bid form (the "Official Bid Form") relating to the sale of the Notes; and NOW, THEREFORE, it is hereby DETERMINED and ORDERED 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 taxes, revenue and other moneys of the City for the General Fund attributable to Fiscal Year 1993/1994, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 2. Authorization 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 during or allotable to Fiscal Year 1993/1994, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of ninety-five million dollars ($95,000,000) by the issuance of temporary notes under the Law, designated ~City of Anaheim (Orange County, California) 1994 Taxable Notes' (the "Notes"). The Notes shall be dated the date of delivery thereof, shall mature (without option of prior redemption) on April 4, 1995, and shall bear interest from their date, 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. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 3. Form of Notes: Book Entry Only System. 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. The Notes shall be numbered from 1 consecutively upward in order of issuance, shall be in the denomination of $1,000 each or any integral multiple thereof. "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 the registered owners of the Notes shall not constitute an event of default or any violation of the City's contract with such owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New Y(~rk, 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 (a "Beneficial Owner"), or any other person 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 or its nominee, 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 owners 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 -2- 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 4. Repayment Account. There is hereby created, within the General Fund, a special account to be designated the "1994 Taxable Note Repayment Account" (the "Repayment Account") and applied as directed in this Resolution. Any money placed in the Repayment Account shall be for the benefit of the 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 Account shall be applied solely for the purposes for which the Repayment Account is created; provided, however, that any interest earned on amounts deposited in the Repayment Account shall periodically be transferred to the General Fund. The proceeds of the sale of the Notes shall be deposited in the Repayment Account. In addition, on the date of closing, the City shall transfer to the Repayment Account an amount which, together with the proceeds of the sale of the Notes deposited therein, causes the aggregate amount therein to be equal to the total principal of and interest on the Notes on the maturity date thereof. 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 1993/1994. As security for the payment of the principal of and interest on the Notes the City hereby pledges all amounts on deposit in the Repayment Account. On the maturity date of the Notes, the City shall transfer to DTC the moneys in the Repayment Account necessary to pay the principal of and interest on the Notes at maturity and to the extent said moneys are insufficient therefor an amount of moneys from the General Fund (attributable from Fiscal Year 199311994) which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal of and interest on the Notes to the DTC Participants who will thereupon make payments to the Beneficial Owners of the Notes. Any moneys remaining in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Section 6. Deposit and Investment of Repayment Account. All moneys held by the City in the Repayment Account, 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 Account shall, to the greatest extent possible, be invested by the City Treasurer or the designee of the City Treasurer directly, or through an investment agreement, 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 Account. Section Z Execution of Notes. The Mayor, the City Manager, the City Treasurer or the Finance Director of the City 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 (although at least one of such signatures shall be manual) and to affix the seal of the City thereto by facsimile impression thereof, and said -3- officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 8. Transfer of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 11 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the City Clerk, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Note or Notes, for like aggregate principal amount. Section 9. Exchange of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be exchanged at the office of the City Clerk for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 10. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the City Clerk shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 11. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City Clerk and the City Clerk shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 12. Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, bdt only upon surrender to the City Clerk of the Note so mutilated. Every mutilated Note so surrendered to the City Clerk shall be canceled and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the -4- expense of the owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 13 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section 13 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 15. 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, revenue, cash receipts and other moneys pledged hereunder in accordance- with law and for carrying out the provisions of this Resolution. Sectfon 14. Sale of Notes. The Council hereby approves the Official Statement describing the Notes, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director or any other qualified officer of the City. The Council authorizes and directs the Finance Director or his designee on behalf of the City to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the Financial Advisor to the City. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Finance Director or any other qualified officer of the City and such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the City. The Finance Director is authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Notes, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Finance Director, shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The Official Statement, the Official Notice of Sale and the Bid Form are approved for distribution in the offering and sale of the Notes. The City's Financial Advisor, on behalf of the City and its City Clerk, are authorized ' and directed to cause the Official Statement, Official Notice of Sale and Bid Form to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale. The City Clerk is authorized and directed to execute the Official Notice of Sale on behalf of the City and to call for bids for the sale of the Notes. -5- The Council hereby delegates to the Finance Director or his designee the authority to accept the best responsible bid for the purchase of the Notes, determined in accordance with the Official Notice of Sale. The Finance Director or his designee is hereby authorized and directed to accept such bid for and in the name of the City by notice to the successful bidder. Pursuant to that certain Financial Advisory Agreement, approved by the City Council on January 25, 1994 (the "Financial Advisory Agreement"), the City has retained the Financial Advisor to serve as financial advisor in connection with the Notes. The Financial Advisor has requested permission to submit a bid for the Notes, either acting on its own or as a member of an underwriting syndicate. Section 53591 of the California Government Code requires that a governmental issuer of bonds must expressly consent in order for an investment firm, which is acting as financial advisor with respect to a particular issue of bonds, to submit a bid at public sale for such bonds. Pursuant to section 53591 of the California Government Code, the City does hereby consent to the Financial Advisor's request for permission to submit a bid on the Notes. In the event the Financial Advisor is the successful bidder for the Notes, the fees due to the Financial Advisor under the Financial Advisory Agreement would not be waived but would remain due and payable as specified therein. Section 15. Preparation of Notes: Official Action. Jones Hall Hill & White, A Professional Law Corporation, as Bond Counsel, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate specified in the offer submitted by the successful bidder or bidders, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the successful bidder or bidders therefor upon the receipt of the purchase price by the City in accordance with such successful bid or bids. 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 transactions contemplated by this Resolution. The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 1st day of March, 1994 by the following vote: MAYOR OF THE CITY~Ol~ ANAF~ Attest: CITY CLERK OF THE CITY OF ANAHEIM EXHIBIT A FORM OF NOTE No. 1 *****$95,000,000***** CITY OF ANAHEIM (Orange County, California) 1994 Taxable Note April 5, 1994 April 4, 1995 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: NINETY-FIVE MILLION 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 ninety-five million dollars ($95,000,000), all of like tenor, issued pursuant to the provisions of Resolution No. 94R- of the City Council of the City duly passed and adopted on March 1, 1994, 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 1993/1994. As security for the payment of the principal of and interest on the Notes the City has pledged all amounts deposited in a Repayment Account within the City's general fund, consisting of amounts sufficient to pay the full principal of and interest 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 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. Exhibit A Page 1 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 contrary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the City 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 IS 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 Director [SEAL] Countersigned: By ISi~maturel City Clerk Exhibit A Page 2 (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 qualified guarantor. must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 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. 94R-22 was introduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 1st day of March, 1994, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Pickler, Hunter, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Feldhaus AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 94R-2 2 on the 2rid day of 1.tarch ,1994. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 2nd day of March .1994. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certi~ that the foregoing is the original of Resolution No. 94R-.22__ duly passed and adopted by the Anaheim City Council on Maxch 1, 1994. CITY CLERK OF THE CITY OF ANAHEIM -7-