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HomeMy WebLinkAboutResolution 92-285 11/02/1992ReSOllltl®1Z No. 92-285 N C.S. of the City of Petaluma, California A RESOLUTION OF THE COUNCIL OF THE CITY OF PETALUIVIA PROVIDING FOR THE BORROWING OF Fi1NDS 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 Petaluma, California (the "City"): 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, 1992, and ending June 30, 1993 ("Fiscal Year 1992/1993"); NOW, THEREFORE, the City Council of the City of Petaluma 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 attributable to Fiscal Year 1992/1993, 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 allocable to Fiscal Year 1992/1993, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of not to exceed five million dollars ($5,000,000) by the issuance of temporary notes under the Law, designated "City of Petaluma (Sonoma County, California) 1992 Tax and Revenue Anticipation Notes" (the "Notes"), to be issued as a single note numbered R-1. The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) 364 days thereafter, 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 a certificate purchase agreement (the "Certificate Purchase Agreement") to be executed among the City, certain other note issuers (the "Participants") and Sutro & Co. Incorporated (the "Underwriter"), pursuant to which the Underwriter will .agree to purchase certificate of participation in the repayment amounts to be made by the City with respect to the Notes and in the repayment amounts to be made by the Participants with respect to their notes (the "Certificates"). Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, at the office of U.S. Trust Company of California, N.A., Los Angeles, California, as Paying Agent (the "Paying Agent"). «~S. no.........9.2-..28..5.... ~.cs. ~• ~ .. ~ - _ ' ~ ~ ~ Pursuant to ,a. Paying. Agent and Servicing Agent;-Agreement; by` and among°'the Paying:. ~ , ,: ~ ' : ` : , Agent, the Gity and the Partcip"ants (the "Paying Agent arid, Servicing Agent Agreement");° the ~, " ~ ~ Notes shall be .delivered and placed :in: trust with "the Paying; Agent;which will execute, and deliver - _ .the Certifca"t'es: _ :: . .': _ = Seetion,3. Form o£Notes.,The Notes shall be~ i'ssued in registered form; without.coupons shall beyregisfered in. the name of the Paying; Agent; andshall be: substantially in the form ;and ° , " substance set forth in Exhibit A attached hereto: , , .~ Section :4..,Use of .Proceeds: The proceeds of the sale. of the Notes shall. be deposited in a - segregated`acco.unt in the,~GeneraT`Fund and •used and expended by the City for any purpose for : _ • which•it'is author"ized~fo expend fundsfrom the General Fund. _ Section S Security. 'I'he•principal amount.of the Notes; together with the interest tfiereon; ,hall be ,payable from taxes, revenue and other moneys which are` received by- the City for, the = . .: .. General :Fund for ,Fseal,;T'ear 1992/1993. As•'security for the payment- of the `principal of and ~ . .. interest ~on,..the Notes: the Gtyhereby pledges: the first. "unrestricted.•moneys" (as _ hereinafter . defined) to Abe received by the. City (a) iri~: the amount of not exceed to $2.;500,000 in 'the month of, , March, 1.993, and (b) in.the amount ~of not exceed to $2,500',000 plus an amount sufficenh to' pay • ,, . . interest as ;due ~~on the `Notes at ,their. maturity; in the, month: of .June; 1993. ("such pledged. amounts • . ,being hereinafter ealled'the "Pledged Revenues"). `Tfie principal of the Notes and the interesh~ ' thereon shall eonsri`tute a first lien and .charge thereon and shall be payable 'from the- Pledged • Revenues, To the extent not Aso paid `from the Pledged Revenues, the Notes shall be paid from any other moneys, of the City lawfully aval`able~ therefor Ih the event that there are insufficient - unrestricted moneys -recei~.ed; by the City to :permit the.' deposit into the,Repayment Account (a"s hereinafter defined) of the'full amounf;of'the Pledged Re~enues.to be dep:osited.in any month by the.Iast .business: day ,of such' month;. then'the amount>of any'deficiency shall be satisfied. and'-made _ up from any.otfier moneys of the~•City' :.lawfully available for the repayment of the Notes;and interest thereon. The=term'"unrestxic;ted .moneys" shall'rnearitaxes, :income; revenue, cash .receipts, and other moneys,:intended as receipts for xhe General Fund.for-Fscal Year_1992/I'9:93'and which are generally available for .the payment of current expenses: and other obligations of the City: " Section'6: Repavmerit~Aceount: There is<hereby.created, within the General Fund, a special. account to: be designated the: "Ta and Revenue Antcipation._Note Repayment Account" (the "Repayment Account") and, applied sas directed in, this. Resolution. Any money placed, in the _, RepayrnenhAccount shall be, for'tthe benefit.of the owners of he Notes and;, until the Notes and all ' . ` interest thereon are paid or until pro~isiori has been. made-for ahe paymenhof the Notes ~at_maturity . . .. ..with interest•to maturity, the; moneys iri_ the Repayrrient Account sha1L be applied solely .for `the , purposes for which the;Repayment Account is created; _provided,',however,.that~any interest earned ,.: on,arnounts dep"ositedin,the.Repayment,Aceountahahperiodcally be transferred to theappropnate `` ° . " . accounts.n the General Fund.. - ~ • During 'the months of March, 1'993; and Junes 1993, 'the City shall deposit ;all Pledged ` Revenues iri tli'e Repayment.Account. On the date on which~.payment is required on the'Notes, the money"s'iri'the Repayment Account shall be.-transferred. to the:,Paying Agent as'registered owner of • the~Notesfor remittal;n accordance~~with the Paying.Agent~and Servicing Agent:Agreement. Any moneys remairng in the Repayment. Account::after such payments have been made, or provision for. such payments.have been made, shall'be transferred to the appropriate accounts in the General Fund.' "; . Section 7, Deposit and Investment of Repayment Account.. All moneys held by the :City in the-Repayment'Account, if.not invested; 'shall be held iii time or demand deposits as public funds , and ,shall, be, secured at all times 6.y. bonds or other obligations which are authorized by law as security for public deposits',.of~a'market value atleash..equal to the°aniouritrequired by law: -2- Reso. 92~-285 NCS s'. . - ~ ~, • _ Moneys in the :Repayment Account; shall;: to thee. greatest extent possible, be invested by the: City Treasures directly; or through an irivestrnenf.agreement, m investments asperrnitted 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 8. Execution. of'Notes:.Thc,-Mayor, the City Treasurer;: `the. City` Manager or the -Finance Director is hereby autliori-zed° to execute the Notes by manual or facsimile signature; and _ . the City Clerk is hereby authori`zed'°to countersign the ,same by manual or facsirrii+le signature • - (although at lpeast one of such. signatures shall 6e manual) and to affix. the seal ofthe City:'thereto by facsimile. -im , cession thereof and said officers are. hereb authorized to cause the blank spaces thereof'to be`filled in as' maybe appropriate: Secton.'8.`No -Transfer. os Exchange .of Notes. The Notes are not subject to transfer or • exchange bythe~Paying, Agent: Section 9'. Covenants and Warranties. It'is` hereby covenanted and warranted,`tiy the City . that fall representations and recital's contained in this Resolution. are true and correct; acid that the, „ '~ City: and its appropriate officials have .duly taken all.proceedngs,nccessary to be, taken by ,them, . and, will take• any additona'Tproceedings necessary to be takers 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. " Section 10. Tax Covenants: (a) Private:,Activity'-'Bond Limitation., The, City shall assure, that the proceeds of the Notes are .not so -,used as •to. cause .the Notes to satisfy the private business tests of section 14I (b) of the • Internal,:Revenue Code of 1986 as in effect on the: date ~of issuance of the Notes or ('except as ,~ ~ , otherwise referenced it this Resolution) as-it~may be arriended to apply to obligations issued on the . date-of issuance: of the Notes; together with applicable temporary and final regulations promulgated . under such "Code (the "Code"). (b) Private-Loan Financing.:Limitation. Tfie City- shaIl assure that the proceeds of the Notes are riot. so used as to cause the Notes to satisfy the private' loan financing test of section 141(c) of • the Code. (c) Federal;Guarantee`Prohibition.: The City shall not take; any action or permit or suffer any action to~~be taken,if the result of the same, would be to cause any of the Notes to be "federally guaranteed"within the: meaning oflsecton 149(b) of the Code. - ,. • . ~ ~ ~ '(d) Rebate •Rec~uirement. The City shall take any and all' actions necessary to: ;assure; • ~ ~ compliance with ;'section 14$(f) of the Code, relating to the rebate of 'excess in~estinent:earnings, if - any; to the'federal government:, (e).No Arbitraee. T'he'Cty shall not take; or permit or suffer to be taken, any action with respect to, the proceeds of the Notes which, if such action had beenreasonably expected to have ..been taken, or~had been deliberately and intentionally taken, on the Closing Date would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Code. (fj 1Vlaintenahce of Tax=Exemption.. The City shall take all .actions necessary to' assure the - . exclusion of interest 'ori the Notes from the ,gross incortie of the owners of the• Notes to the same extent as such interest's permitted to be excluded from gross income.under the Code as in effect on the date of issuance of the Notes. 3= Reso. ;92-2$5 NCS . -` Section.ll. Official Statement: The City Council hereby approves: the °preparation; of an _ ' ~ Official Statement describing the Noted ,and the Certificates. The. City Council authorizes and • directs the City Manager or designee on behalf of the-:City to~d`eem "final'.' pursuant to; Rule 1'Sc2- ,. - 12 under:the• Securities Exchange Act of 1934::(the "Rule")-'the Official Statement; when~prepared, ' prior to its distribution by.'the Underwriter. The execution of the 'Official Statement, which shall ' . include. such changes. sand additions thereto deemed advisable by the City Manager- 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 CityManager" or designee 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 ari original part thereof for the purpose of ;such ."-~. ' statement) were, at the time"of sale of the Notes and the Certficates,'truednd correct iri 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 ~dehvery of the Notes, and' the Certificates' contain -any untrue statement :of a material. fact with respectto ahe City or :omit to state material facts with respect to the City required to be stated . ' ~ where necessary to make any ~~staternent made fherein n'ot misleading iri ahe: light of, the _ ~ ~ circurns"tarices under' which it was made: The -City .Manager or designee shall take-'such .further ' - ~ actions prior to°the signing of the Official':•Statement as are deemed'necessary 'or appropriate fo . - - verify the accuracy thereof: Section.l2. Paying Agent-and Servic'ing' A eg nt A'greement:, Pursuant to. the Paying Agent ' and Servicing Agent Agreement; the".Notes shall ,be delivered. and-pl`aced in. trust. with-the "Paying. Agent; which will execute and deliver the Certificates under and pursuant: to 'the provisions :of the Paying Agent and Servicing... Agent Agreement, the preparation of which Paying, Agent and .Servicing Agent Agreement is hereby approved. The Mayor;'tfie City Treasurer,, the City Manager, the Finance Director or any other qualified~offcer of-the City°is.hereby'separately authorized-:and directed on behalf of`;the City to ,execute .and, deliver the :Paying Agent and Servicing Agent Agreement, together;with such changes or modficatons`therein. as'the 1Vlayor, the, City.Treasurer, the City 1Vlanager, the Finance Director or any other qualified officer of the .City may ;approve as .appropriate to carry out the purposes of this Resolution, which approval shall be evidenced by the execution of the Paying Agent,and Servicing Agent"Agreement. Section,l3."Sale of he Notes. Th_e Notes shall be sold. to the Paying Agent in accordance ~'wth'the:Paying"Agent:and Servicing Agent Agreement. ,. ~ ~ Section 14. Sale of Certificates. The Certifieafes are hereby authorized to be sold to the . . Ur~erwriter ursuant to the terms. of the Certificates Purchase Agreement to be presented to: 'the P. -'- ~; Ci by the Underwriter: The Mayor; the Ciry Treasurer, the City Manager, thetFnance' Director or .. , .. .any ~other.:qualfied officer of,~the City ~~is fiereby separately.<authorized to execute tlie. Certificates 'Purchase, Agreement and the City Clerk is hereby authorized to attest:to,.such .signature and` to affix ". ~ the seal of the City thereto; so ;long as the interest rate on the Notes does not. exceed. five percent. - (5%) and so long as the discount on the Certificates does riot exceed one percent (1%). Section.l5. Professional Services. The City -hereby appoints Jones~Hail Hill & White, A Professional Law Corporation,,,~as; Bond Counsel in connection with .the issuance of the Notes and . execution and;delivery of~the Certificates. The Ciry Manager or designee is' authorized and directed to execute an agreement for legal.services~ with .such firm, so long; as the fee paid to such firm does not exceed $5'Q00, plus out-of=pocket' expenses. The .City hereby appoints Sutro & Co. . ~ Incorporated as underwriter of 'the Certificates, "subject to the limitations set forth in Section 14 above. -~- ~- Reso. 92-285 NCS Section 16. Official Action. The Mayor, the City Treasurer, the City Manager, the Finance Director or any other. qualified officer of the City is 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. x~*~~~~ Under the power and authority conferred upon this Council by the_Charter of said City. REFERENCE: I hereby certify the .foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a (Regular) (®C~~ia1C1 meeting form on the .....~.r~si ............. day of .............h1L137.emher__....-................., 19.--92, by 'the ,~:` ," following vote: •-•T~--•--• ............................• City Attorney AYES: Read, Davis, Sobel, Nelson, Vice Mayor Cavanagh, Mayor Hilligoss NOES: None ABSENT: Woolsey ATTEST: ---- -.....L-GYLti«~ ........................................• ---........ _,., City Clerk (,buncil File .................................... ca io-aa Hes. N~.....9.2.-.2.g.5........ N.cs. -5- t -. ,, .. • • - : EXH~I~I'I' A~ ~ - - ~ ~... , FFO1tN1 OF NOTE. ~ . , . CITY OF.PETALUMA.. . ~_ <: - (Sonoma County;: California) . I992~TAX AND I~VENUE ANTICIPATION NOTE - INTEREST'RATE: MATURITY DATE: ISSiJE'~DATE: REGISTERED OWNER: U. S. TRUST COMPANY OF CALIFORNIA,~NA'. ~ - PRINCIPAL SUM: DOLLARS " The CITY OF PETALUMA, 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.inlike lawful • money at the rate `per=annurr- stated above,-payable on-the. Maturity Date stated above, calculated on the. basis of 360-day.year corriposed oftwelue;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 .,_ ,. . .. N. otes m the.aggregate principal amount of dollars ($ ~), all • ` of like tenor; issued pursuant to~ the =provisions of Resolution No. _ of the City Council of the ' City duly passed and adopted on November 2, 1992,. and pursuant to ,:Ar_ticle 7.6 (commencing ' ~' with,. section 53850) of Chapter .4, Rarf 1, Divsion~2; Title 5; of`the' California Governmenf Code; - ~ ~' gs, conditions and:acts-requiredao exist,;happeri andlbe•performed`,precedent to-and ' and,that all thin .. an the issuance ;of the; Notes exist„ have happened :and have beers performed m :regular ,arid' due - - -. ~. ~ trine, form-and'manner~as requrred~by law; and that this Note; together with all other rndebtedness - and oblsg'ations~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, ogether 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 FiscalYear 1992/1993., As security for the payment of the prircipal of and interest:on.the Notes ` - the City tias pledged. the first. "unrestricted moneys" (as hereinafter defined) tq be received by the ' City (a) in tfie'amount of $ in the month of 1Vlareh; 1993,. and (b) in the amount of $ , .plus `an, amount sufficent_to ,pay interest as due on the Notes at their .maturity, in the:month of June, 1'993 (such pledged amounts being hereinafter caIled.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. Ta the extent .not so paid from the Pledged Exhibit A . ~ ~ ~ Page 1, ~. .~~®a 9 ~ ®2 ~ 5 N C ~ - • ~ Revenues, the Notes shall be paid from zany other moneys of ahe City lawfully available ,therefor: . In the event that there: are .insufficient •``trirestricted °moneys" received `by the City to'permt the. ' ~ deposit' into the Repayment _Account ,(as Hereinafter ;defined) of the full amount of the 'Pl'ed'ged , - , Revenues to be deposited in any month by the last~business day of such month, then the amourt:of :. . = •• any deficiency hall'be; satisfied and'-made' up.from any other;moneys-of the City lawfully'avalabl'e = , ,. • for the repayment of`th;e Notes and-interest•thereon• The term "unrestricted"moneys"shall mean. . - ; ~ .taxes, iricorne,~revenue; cash;receipts,-arid other~moneys intended as receipts for the General Fund .. , - • of`the City`for Fiscal Year 1992/T993 and wFiich are generall available for the payment of current ~ - y' . expenses and•other obligations of=the City. :. • The Notes are issualle, as fully registered Notes,, without. coupons, m denominations of - .$;1000.arid~ariy ntegral.inultiple thereof: Subject•to.ahe limitations,arid.conditions as provided in ' the: Resolution, ;Notes. may be exchanged ;for a' like aggregate' principal amount of~Notes of other . authonzeddenorriiriations aril of the same maturity: .. - ,The Notes are not: subject to redemption pr-ior to maturity: This Note is riot transferable or exchangeable.: I'N,WITNESS WHEREOF; the-City of Petaluma has caused this Note to be executed by offic al seal to be affixed Beret :all as of the Is'gueeDate stat d aboveerk of the .City, and caused its . ~. y .. ~ CITY OF•PETALUMA . - ., - By ~'Sgnaturel . City Treasurer: . [SEAL] .Countersigned: ~ ~ ~ ~. Exhibit A- Page:2 .