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HomeMy WebLinkAbout91-009 - ResolutionsRE~DI/3I~0NND. FD 91-009 A RESOLUTION OF THE BOARD OF DIPaCTORS OF THE RANC}tO O3CAMIqGA FIRE ~ON DISTRICT, RANC}tO CIEAM1qGA, CALIFORNIA, (1) AUIHCRIZING THE ISSUANCE OF 1991-1992 ~X AND I~N~]q~RS~}~I~T AGRRFMMqT, (2) APPROVING PRk~.TMINARY OFFICIAL ~, C~Fa'I~'ICATES PURfI{ASE AGRRNMMqT, AND RESOLVED, by the Board of Dire of the Rancho Cucamonga Fire Protection District as follows: ~, pursuant to Sections 53850 et seq. of the Govel,,.~ent Code of the State of California (the "Code"), contained in Article 7.6 thereof, entitled "Temporary Borrowing", on or after the first day (being July 1) of any fiscal year, the Board of Directors of the Rancho Cucamonga Fire Protection District (the "Board") ba-~ found and determined that borrc~ing is needed for the requirements of the Rancho Cucamonga Fire Protection District (the "District"), a fire protection district duly organized and existing under the laws of the State of California, to satisfy obligations payable frcm its General Fund, and that it is appropriate that said borrowing be undertaken at this time by the issuance of tempor~ Notes therefor in anticipation of the receipt of taxes, revenues and other moneys to be received by the District for the General Fund of the District during or allocable to the Fiscal Year 1991- 1992; and NOW, THEREFORE, the Board of Directors of the Rancho Cacamonga Fire Protection District hereby finds, determines, declares and further resolves as fol lows: SECTION 1: Authorization of Issuance of Notes; Terms Tnereof. The Board hereby authorizes the issuance of its Notes in an amount not to exceed $2,000,000.00 principal amount under Sections 53850 et seq. of the Code, designated "Rancho Cucamonga Fire Protection District 1991-92 Tax and Revenue Anticipation Notes" (the "Notes"); to be numbered from 1 consecutively u~ in order of issuance; to be in the denominations of $5,000.00 or integral multiples thereof; to be dated the date of delivery thereof; to mature (without option of prior redemption) no more than 364 days from said date of delivery; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determixBd at the time of sale thereof, in accordance with the Certificates Purcha~e Agreement (hereinafter described), but not in excess of twelve percent (12%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of the Fiscal Agent as defined herein. SECTION 2: l.{mitation on Maximum Amount of Notes. 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 District for the General Fund of the District attributable to Fiscal Year 1991-1992, and available for the payment of the Notes and the interest thereon (as hereinafter provided). Rasolution No. FD 91-009 Page 2 SECTION 3: Form of Notes. The Notes shall be issued in registered form, registered in the name of the Fiscal Agent, 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. SEL~F/ON 4: Deposit of Note Proceeds. The moneys so borrowed shall be deposited in the General Fund of the District, to be withdrawn and expended for any lawful purpose for which the District is authorized to expend moneys, including, but not limited to current expenses, capital expenditures and the discharge of any obligations or indebtedness of the District. S~CTION 5: Payment of Notes. (A) Source of Payment. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, inccee, revenue, cash receipts and other moneys which are received by the District during Fiscal Year 1991-1992 and which are available therefor. The Notes shall be a general obligation of the District, and to the extent the Notes are not paid fren the Pledged Revenues def]/Bd below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. (B) Pledged Revenues. As security for the payment of the principal of and interest on the Notes, the District hereby pledges an amount equal to fifty percent (50%) of the principal amount of the Notes from the first unrestricted revenues (as hereinafter defined) received by the District in the month ending February, 1992; and an amount equal to fifty percent (50%) of the principal amount of the Notes, plus an amo~unt sufficient to pay interest on the Notes, from the first unrestricted revenues received by the District in the month ending May, 1992 (such pledged amounts being hereiDafter called the "Pledged R~venues"). The term "unrestricted revenues" shall mean taxes, income, revenue, camh receipts, and other money of the District as provided in Section 53856 of the Code, which are intended as receipts for the General Fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The principal of the Notes and the interest thereon shall be a first lien and charged against and shall be payable frc~ the first moneys received by the District from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment FUnd, as hereinafter defined, of the District of the full amount of Pledged Revenues to be deposited frc~ unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from the first additional moneys of the District lawfully available for the repayment of the Notes and the Resolution No. FD 91-009 Page 3 The Pledged Revenues will not be pledged to secure any iraebted~ess other than the Notes. None of the Pleck/ed Revenues shall be available for the payment of principal and interest with respect to any Tax and Revenue Anticipation Notes attribute_hie to any of the Participants, as hereinafter defined, and the District acknowledges and agrees that it shall not be entitled to any payment of principal and interest on the Notes from tba revenues of any otbar participant. (C) Deposit of Pledged Revenues in Repayment Fund. There is hereby created a special fund to be hold by the District designated the "1991-92 Tax and Revenue Anticipation Notes Repayment FUnd" (herein called the "Repayment Fund") and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the sole benefit of the holders 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 only for the purpose for which the Repayment FUnd is created. (D) Disbursenent; Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Pavenues shall, when received, be deposited into the R~payment Fund. On or before the date on which payment is required on the Notes, the moneys in the Repayment Fund shall be transferred to the Fiscal Agent, as registered owner of the Notes, for remittal in accordance with the Fiscal Agency Agreement. Any moneys remaining in the Repayment Fund after such payments have been made, or provision for such payments have been made, shall be transferred to the District. All moneys held by the District in the Repayment Fund, if not invested, shall be held in time or denar~ deposits as public funds and shall be secured at all times by bends 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, to the greatest extent possible, shall be invested in investments authorized for public agencies pursuant to Sect6ion 53601 of the Gove~x~fent Code of California, and the proceeds of any such investments shall be deposited in the Repayment Fund. S~CTION 6: Fiscal Agent Agreement; Authorized Officers; Reimburse- ment Agreement. The Notes shall be delivered and placed in trust with State Street Bank & Trust Cumpany of California, N.A., as Fiscal Agent (the "Fiscal Agent") pursuant to a fiscal agent agreenent or a paying agent and servicing agreement (the "Fiscal Agent Agreement"). The Fiscal Agent, pursuant to the Fiscal Agent Agreement, will execute and deliver certificates of participation (the "Certificates"), each representing the proportional, undivided ownership interest of the owner thereof in the Notes and other Notes of the other public agencies who are signatories to the Fiscal Agent ~jreement ( the "Participants"). The City Manager, Administrative Services Director and Financial Officer are hereby each designated as an Authorized Officer of the District (the "Authorized Officer"), and are hereby authorized and directed to enter into a Fiscal Agent Agreenent with the foregoing provisions on behalf of the District. Resolution No. FD 91-009 Page 4 The District and other Participants may decide to provide for credit enhancement for the Certificates in the form of a letter of credit or similar instnment. Should the District so decide, the Authorized Officers are hereby authorized to enter into a reimbarsement agreement in the form on file with the Secretary of the Board. SECTION 7: Execution of the Notes. The Authorized Officers are hereby authorized to execute the Notes by manual or facsimile signature, and the Secretary is hereby authorized to countersign the same by manual or facsimile signature and to affix the seal of the District 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. S~CTION 8: Approval of Sale of Notes and Certificates. The sale of the Notes and the sale of the Certificates are hereby authorized pursuant to the terms of a Certificates Purchase Agreement relating thereto to be presented to the District by the financial institution purchasing the Certificates (the "Underwriter"), to be determined upon consultation with the Financial Consultant, hereinafter designated. The Authorized Officer is hereby authorized to execute said Certificates Purchase Agreement and the Secretary is hereby authorized to attest to his or her signature so long as the/riterest rate on the Notes does not exceed eight percent (8%) and so long as the discount on the Certificates does not exoeed one percent (1%) of the par amount of the Notes. The Authorized Officer is further authorized to determine the maximm principal amount of Notes to be sold to the Underwriters, not to exceed $2,000,000.00. SECTION 9: Appointment of Bond Counsel. Buchalter, Nemer, Fields & Younger, a Professional Law Corporation, is hereby approved as Bond Oounsel for the issuance of the Notes. SECTION 10: Appointment of Financial Consultant. Sutro & Co., Incorporated, is hereby appointed as Financial Consultant for the issuance of the Notes, and that certain agreement, entitled "Financial Consultant Agreement" (the "Financial Consultant Agreement" ), by and among the Participants and the Financial Consultant, and the Authorized Officer is hereby authorized to execute the Financial Consultant Agreement and the Secretary is hereby authorized to attest to his or her signature, the form of which Financial Consultant Agreement is on file with the Secretary. The Financial Consultant is hereby authorized and requested to respond to the Request for Proposal and sukm%it a bid to purchase the Certificates. SECTION 11: Authorization of Preliminary Official Statement and Official Statement. The facts contained in the Preliminary Official Statement on file with the Secretary are true and correct in all material respects and the Preliminary Official Statement emits no statenent of a material fact necessary to make the Preliminary Official Statement not misleading in light of the circumstances under which it was made; provided, however, that the Preliminary Official Statement does not contain final interest rates with Resolution No. FD 91-009 Page 5 respect to the Notes and that amounts set forth therein are subject to changes. The Authorized Officer is authorized to approve corrections and additions to the Preliminary Official Statement, acting with the advice of the Financial Consultant, the Underwriter and Bond 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 Preliminary Official Statement to conform with facts material to the Notes or to requirements of pr_oceea~_~ngs of the District, or that such corrections or additions are of form rather than of sukstarse. SECT/ON 12: Distribution of Preliminary Official Statement and Official Statement. Tne Financial Consultant and the Underwriter are authorized and directed to cause a Preliminary Official Statenent and an Official Statement relating to the Notes and the Certificates, including information with regard to the District, to be used in connection with the offering and sale of the Notes and tba Certificates which shall be in cc~pliance with Rule 15c2-12 of the Securities and Exchange Cxatu~Hssion under the Securities Exchange Act of 1934, as amended. SECTION 13: General. All actions heretofore taken by the officers and agents of the District with respect to the Notes are hereby approved, confirmed and ratified. Tne Authorized Officer and other proper officers of the District are hereby authorized and directed to do any and all things and take any and all actions including bat not limited to those described herein, which they, or any of them, may deem necessary or advisable in order to consummate the lawful ism~ance and delivery of the Notes in accordance with this Resolution. SECTION 14: No Arbitrage; Tax Exemption. The District shall not take, nor permit, nor suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Notes which would cause the Notes to be or beccme "arbitrage bonds" within the me~_ning of Section 148(a) of the Internal Revenue Code of 1986, as anex~ed (the "Tax Code"). In addition, the District shall not take, nor permit, nor suffer to be taken by the Fiscal Agent or otherwise, any action which would cause the interest on the Notes to be subject to Federal incc~e taxation under the Tax Code. S}.~fION 15: Federal Guarantee Prohibition. The District shall take no action, nor permit, nor suffer any action to be taken if the result of the same would be to cause the Notes to be "federally qp~a~anteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Tax Code"). S~iTION 16: Exemption from Rebate. The District intends to qualify under the "small gove/-~u~ental unit" exception of Section 148(f)(4)(C) of the Tax Code to be exempt from the rebate requirements of Section 148(f)(2) of the Tax Code, and, therefore, the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the District (and Resolution No. FD 91-009 Page 6 all subordinate entities thereof) during 1991, which is the calendar year in which the Notes are issued, is not reasone~bly expected to exceed $5,000,000.00. S~CTION 17: Covepants and Warranties. It is hereby coychanted and warranted by the District that all representations and recitals contained in this Resolution are true and correct, 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 levy, collection and enforcement of the secured property taxes pledged under this Resolution in accord_ance with the law and for carrying out the provisions of this Resolution. SEETION 18: Costs and Expenses. The District covenants and agrees to pay its share of the costs and expenses incurred in connection with the execution and delivery of the Notes and the Certificates. PASSED, APPROVtI), and ADO~ this 15th day of May, 1991. Alexaraer, Buquet, Williams, Wright AYES: NOES: None ABSM~: Stout Dek~a J. M__ , Secretary I, DE~RA J. ADAMS, S~CRETARY of the Rancho Cucamcr~ja Fire Protection District do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Board of Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board held on the 15th day ofMay, 1991. Resolution No. FD 91-009 Page 7 Executed this 16th day of May, 1991 at Rancho Cucamong~, California. Resolution No. FD 91-009 Page 8 RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA 1991-92 TAX AND REVENUE ANTICIPATION NOTE No. R-1 July 3, 1991 Principal Amount: $2,000,000 FOR VALUE RECEIVED, the Rancho Cucamonga Fire Protection District (the "District"), County of San Bernardino, State of California, acknowledges itself indebted to and promises to pay to State Street Bank and Trust Company of California, N.A., at the principal office of the State Street Bank and Trust Company of California, N.A., Los Angeles, California, the principal sum of Two Million Dollars ($2,000,000) in lawful money of the United States of America, on June 30, 1992 together with interest thereon at the rate of five and twenty-five hundredths percent (5.25%), per annum in like lawful money of the United States of America from the date hereof until maturity. Both the principal of and interest on this note shall be payable only upon surrender of this note as the note shall fall due; provided, however, that no interest shall be payable for any period after maturity during which the holder hereof fails properly to present this note for payment. It is hereby certified, recited and declared that this note is made, executed and given pursuant to and by authority of a resolution duly passed and adopted on May 15, 1991, by the Board of Directors of the Rancho Cucamonga Fire Protection District (the "District"), under and by authority of Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, and that all acts, conditions and thing 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 with all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or laws of the State of California. Resolution No. FD 91-009 Page 9 "'- The principal mount of the notes, together with the interest shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during Fiscal Year 1991-92. As security for the payment of the principal of and interest on the notes, the District ha~ pledged an mount equal to fifty percent (50%) of the principal amount of the notes from the first unrestricted revenues received by the District in the month ending February, 1992; and an amount equal to fifty percent (50%) of the principal amount of the notes, plus an amount sufficient to pay interest on the notes, from the first unrestricted revenues received by the District in the month ending May, 1992 (such pledged amounts being hereinafter called the "Pledged Revenues"), and the principal of the notes and the interest thereon shall be payable from the Pledged Revenues, and to the extent not so paid shall be paid from any. other moneys of the District lawfully available therefor. IN WITNESS WHEREOF, the Board of Directors of the Rancho C'ucamonga Fire Protection District has caused this note to be executed by its City Manager, Administrative Services Director and Financial Officer of the District and countersigned by the Secretary, or their duly designated deputies, which signatures may be facsimile signatures (provided that one of such signatures shall be manually affixed) and has caused a facsimile of its official seal to be printed hereon this 3rd day of July, 1991. 'City Manager Administrative Services Director/ Financial Office Countersigned: