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HomeMy WebLinkAbout90-009 - ResolutionsRE~DIJ3TIONNO. FD 90-009 A RESOI/3TION OF THE BOARD OF D~RS OF THE RANCMO C~3CAMDNGA FIRE ~ON DISTRICT, RANC~O CUCAMDNC4~, CALIFCeNIA, (1) AUTHORIZING THE BORROWING OF FUNDS FOR FISCAL YEAR 1990-1991 AND THE ISSUANCE OF 1990 ~na( AND REVENUE ANTICIPATION NOTES THEREFOR, (2) APPROV/NG PRRI IMINARY OFFICIAL SEAT~4M~f, CBRF/FICATES ~E AGRRFMMqT, NOT/CE OF SALE AND PAYING ~ AND SMtVICING WH[REAS, the Board of Directors of the Rancho Cucamonga Fire Protec- tion District does hereby resolve as follows: WHERFAS, pursuant to Sections 53850 et seq. of the Gove~-,-~ent Code of the State of California, this Board (the "Board") has found and determined that borrowing 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 from the General Fund of the District, 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 District for the General Fund of the District during or allocable to Fiscal Year 1990-1991; and NC~, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire Protection District hereby finds, determines, declares and resolves as follows: SECTION 1: Definitions. The following terms shall, for all purposes of this Resolution, have the following me_~_nings unless the context shall clearly requie scee other me_~ning: "Authorized Investments" - me__~_ns those investments generally autho- rized for public agencies pursuant to Section 53601 of the Government Code, as now or hereafter amended, or, in the alternative, such of said investments which are specified in the final Official Statement. "Authorized Officer" - when used with respect to the District, means the Board President, Fire Chief and Administrative Services Director. "Board" - means the Board of Directors of the Rancho Cucamonga Fire Protection District. "Certificates" - me_~_ns the Certificates of Participation executed and delivered pursuant to the Paying Agent and Servicing Agent Agreement. "Certificates Purchase Agreement" - means that certain Certificates Purcha~e Agreement, dated as of the Sale Date, by and among the Participants and the Underwriter, whereby the Underwriter is obligated to pure the Certificates. Resolution No. FD 90-009 Page 2 "Code" - _mea_ns the Internal Revenue Code of 1986, as amended. "Date of Delivery" - _me~__ns the date on which the Certificates are delivered to the Underwriter. "Notes" - _me~_ns t_he Rancho Cucamonga Fire Protection District 1990 Tax and Revenue Anticipation Notes issued pursuant to this Resolution. "Participants" - means the public agencies which are signatories to the Paying A~ent and Servicing Agent Agreement. "Paying ~ent" - means Security Pacific Merchant Bank, acting as paying agent under the Paying Agent and Servicing Agent Agreement. "Paying A~ent and Servicing Agent Agreenent" - me_~ans that certain Paying Agent and Servicing Agent Agreement, dated as of Date of Delivery, by and among the Participants and the Paying ~3ent. "Request for Underwriter Proposal" - me__~__ns the document by that name prepared by the Financial Consultant appointed pursuant to Section 18 hereof, a copy of which is on file with the Secretary of the Board. "Underwriter" - me_~__ns the financial institution purchasing the Certificates, to be determined upon consultant with the Financial Consultant. SECT/ON 2: l.]mitation 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 District for the General Fund of the District attributable to Fiscal Year 1990-1991, and available for the payment of the Notes and the interest thereon (as hereinafter provided). S~3TION 3: Issuance and Terms of Notes: Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the District for the General Fund of the District during or allocable to Fiscal Year 1990- 1991, and not pursuant to any cc~m~n plan of financing, the District hereby determines to and shall borrow the aggregate principal sum of not to exceed One Million Six Hundred Thousand Dollars ($1,600,000.00). Such borrc~ing shall be by the issuance of temporary Notes under Sections 53850 et seq. of the Government Code of the State of California, designated "Rancho Cucamonga Fire Protection District 1990 Tax and Revenue Anticipation Notes", which are expected to be issued as a single Note numbered R-i, to be in the d~tion of not to exceed One Million Six Hundred Thousand Dollars ($1,600,000.00), to be dated the Date of Delivery, to mature (without option of prior redemption) on June 28, 1991, and to bear interest, payable at maturity and computed on a 30-day month/360-day month/360-day year basis, at the rate determined in accordance with the Certificates Purchase Agreement. 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 corporate trust office of the Paying Agent in Los Angeles, California. Resolution No. FD 90-009 Page 3 S~CTION 4: Form of Notes. The Notes shall be issued in registered form, without coupons, shall be registered in the name of the Paying Agent, and shall be substantially in tba form and substance set forth in Exhibit "A" attached hereto and by referenoe incorporated herein, the blanks in said form to be filled in with a~4jropriate words and figures. SECTION 5: Use of Proceeds. The moneys so borrowed shall be deposited in the General Fund of the District and used and expended by the District for any purpose for which it is authorized to expend ftu3ds from the General Fund of the District. SECTION 6: Security. The principal amount of the Notes, together with the interest thereel, shall be payable frum taxes, revenue and other moneys which are received by tba District for the General Fund of the District for the Fiscal Year 1990-1991. As security for the payment of the principal of and interest on the Notes, the District hereby pledges (a) of the "unrestricted moneys", as hereinafter defined, to be received in the month of Fe__hruary, 1991, an amount equal to fifty percent (50%) of the principal amount of the Notes and (b) of the unrestricted moneys to be received in the month of May, 1991, an amount equal to (50%) of the principal amount of the Notes, plus an amount sufficient to pay the interest to beccmB due on the Notes at maturity (all such pledged amounts described in clauses (a) and (b) 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 District lawfully available therefor. In the event that there are insuffi- cient unrestricted moneys received by the District to permit the deposit in the Repayment FUnd, as hereinafter defined, of the full amount of the Pledged Revenues to be deposit_~__ 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 District lawfully available for the repayment of the Notes and interest thereon. As flirther security for payment of the principal of and interest on the Notes, the District hereby grants to the Paying Agent a first lien on all moneys in the Repayment Fund, and all such moneys shall be considered part of the Pledged Revenues. The term "unrestricted moneys" shall mean taxes, incume, revenue and other moneys 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 Pledged Revenues will not be pledged to secure any indebtedness other than the Notes. SECT/ON 7: PayirK~ Agent and Servicing Agent Agreement. Purs~mant to the Paying Agent and Servicing ~ent Agreement, the Notes shall be delivered and placed in trust with the Paying Agent, which will execute and deliver certificates of participation in the Notes under and pursuant to the provi- sions of the Paying Agent and Servicing Agent Agreement, which Paying Agent and Servicing Agent Agreement is hereby approved. An Authorized Officer is hereby authorized and directed on behalf of the District to execute and deliver the Paying Agent and Servicing Agent Agreement, substantially in the Resolution No. FD 90-009 Page 4 form presented at this meeting, together with such changes or modifications therein as such Authorized Officer may approve as appropriate to carry out the ~ of this Resolution, which approval shall be evidenced by the execution of the Paying Agent and Servicing Agent Ageement. SBLTION 8: Repayment Fund. There is hereby created a special fund to be held by the District designated the "1990 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Ret3a~ Fund shall be for the benefit of the Paying Agent, and until the Notes and all intarest 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 shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any transferred to the District's General Fund. Frcn the date this Resolution takes effect, all Pledged P~venues shall, during the months in which received, be deposited in the Repayment Fund. On the date on which payment is required on the Notes, the moneys in the Repayment Fund shall be transferred to the Paying Agent as registered owner of the Notes for remittal in accordance with the Paying Agent and Servicing Agent Agreenent. 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's General Fund. S[~TPION 9: Deposit and Investment of Fund. All moneys held by the District in the Repayment Fund, if not invested, shall be held in time or demara deposits as public funds and shall be secured at all times by bor~ 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 in Authorized Investments, and the proceeds of any such investments shall be deposited in the Repayment FUnd. S~CTION 10: No Arbitrage; Tax Exemption. The District shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action with respect to the 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 Code and Regulations promulgated thereunder. In addition, the District shall not take, nor permit nor suffer to be taken by the Paying ~/ent or otherwise, any action which would cause the interest on the Notes to be subject to Federal income taxation under the Code. Resolution No. FD 90-009 Page 5 S~CTION 11: Small Issuer Exemption from Rebate Requirements. In accor~___~noe with Sectiel 148(f)(4)(C) of the Code, the District covenants that it is a governmental unit with general taxing powers; that the Notes are not private activity bonds as defined in Section 141 of the Code; that ninety-five percent (95%) or more of the proceeds of the Notes are to be used for local gove~xu, ental activities of the District (or of a gove/~x,,~ental unit tba juris- diction of which is entirely within the jurisdiction of the District), and that the aggregate face amount of all the tax-exempt obligaticrs (~ than private activity bonds as defined in Section 141 of the Code) issued by the District, including all subcrd/nate entities of the District, during the caleDa~v year 1990 will not exDeed Five Million Dollars ($5,000,000.00) excluding, however, tax-exempt obligations which are not outst~ on the date of delivery of tba Notes. SECTION 12: 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 guaranteed" within the meaning of Section 149 (b) of the Code. SECTION 13: Execution of Notes. An Authorized Officer is 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. SECTION 14: Covenants and Warranties. It is hereby covertanted and warranted by the District that all representations and recitals contained in this Resolution are true and correct, and that the District and its appropri- ate officials have duly taken all prooeedinc3s necessary to be taken by then, and will take any additional proceedings nece~cary to be taken by them, for the prc~ collection and enforcement of the taxes, revenues and other moneys pleck3ed hereunder in accordance with law and for carrying out the provisions of this Resolution. SEETION 15: Sale of Certificates. The Certificates are hereby authorized to be sold to the Underwriter pursuant to the terms of a Request for Proposal and a Certificates Purcha_-~e Agreement relating to the Notes, to be presented to the District by the Financial Consultant on behalf of the Underwriter. An Authorized Officer is hereby authorized to execute said Certificates Purchase Agreement and the Secretary is hereby authorized to attest the same and to affix the seal of the District thereto, so long as the interest rate on the Notes does not exceed eight percent (8%) and so long as the discount on the Certificates does not exceed one percent (1%). S~CTION 16: Letter of Credit; Reimkurse~ent Agreement. The Notes are to be secured with an irrevocable letter of credit to be issued by The Fuji Bank, L~mited, acting through its Los Angeles Agency (the "Bank") pursuant to a letter of credit and re~t agreement (the ',Reimbars~ent Agreement") by and among the Bank, the Paying Agent and the Participants, and Resolution No. FD 90-009 Page 6 an Authorized Officer is hereby authorized to execute the Reimbursement Agree- ment and the Secretary to attest his signature, the form of which Reimburse- ment Agreement is on file with the Secretary. SECTION 17: Executicn of Closing Documents. T~a Anthorized Officers are authorized and directed to execute such certificates, agreements and other closing documents as are nece~cary to celsummate the transactions containplated by this Resolution. SECTION 18: Appointment of Bond Counsel. Jones Fall Hill & White, A Professional Law Corporation, is hereby approved as Bond Counsel for the issuance of the Notes. SECTION 19: Appointment of Financial Consultant. Security Pacific Securities, Inc. (the "Financial Consultant") is hereby approved as Financial Consultant of 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 an Authorized Officer is hereby authorized to execute the Financial Consultant Agreement and the Secretary to attest his 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 submit a bid to purchase the Certificates. S~CTION 20: District Approval of Preliminary Official Statement. The facts contained in the Preliminary Official Statement are true and correct in all material respects and the Preliminary Official Statement emits 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, provided, however, that the Preliminary Official Statement does not contain final interest rates with respect to the Notes and that amounts set forth therein are subject to change. An Authorized Officer is authorized to approve corrections and additions to the Preliminary Official Statement, acting with the advice of 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 proceedings of this District, or that such corrections or additions as are of form rather than of substance. SECTION 21: Distribution of Preliminary Official Statement. The Financial Consultant is authorized and directed to cause the Preliminary Official Statement and Request for Proposal to be distrikuted to such munici- persons as may be interested in purchasing Certificates described and offered for sale therein. The Financial Consultant and Underwriter are also authoriz- ed to distrih/te the Final Official Statenent to the purchasers of the Certificates of Participation. Resolution No. FD90-009 Page 7 S~"EION 22: General. The Authorized Officers are he~ authorized, empowered and instructed to execute, attest and deliver such ada~tional documents as may be necessary or desirable to effectuate the purposes of this P~solution. PASS[D, APPROVMD, and ADOPT[D this 6th day of June, 1990. Alexander, Brown, Buquet, Stout, Wright AYES: NOES: None ABSENE: None s L. Stout, President I, DEBRA J. ADAMS, S~EEARY of the Pancho Cucamonga 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 c~ the 6th day of June, 1990. Executed this 7thday of June, 1990 at Rancho Cucamonga, California. No. 1 EXHIBIT "A" Resol uti on No. FD 90-009 Page 8 **$1,540,000'* RANCHO CUCAMONGA FIRE PROTECTION DISTRICT 1990 TAX AND REVENUE ANTICIPATION NOTE Date: July 3, 1990 FOR VALUE RECEIVED, the Rancho Cuc~monga Fire Protection District (the 'District'), State of C-lifornia, acknowledges itseli' indebted to and promiaes to pay to Security Pacific Merchant B-nk (the 'Paying Agent') at its office in Los Angeles, C-lifornia the principal s-m of ONE MTT.LION FIVE HUNDRED FORTY THOUSAND DOT.L~RS ($1,540,000) in lawful money of the United States of America, on June 28, 1991, together with interest thereon, computed on a 30-day month, 360-day year basis, at the rate of SIX AND TWENTY-FIVE HUNDREDTHS PERCENT (6.25%) per .nn,,m in like la,,ral money from the date hereof until payment in full of said principal s-re. Both the principal of and interest on thin Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, that no interest shall be payable for any period after maturity during which the Paying Agent faila properly to present this Note for payment. It is hereby certified, recited and declared that thin Note is one of an authorized issue of Notes in the aggregate principal amount of One Million Five Hundred Forty Thousand Dollars ($1,540,000), all of like tenor, issued pursuant to the provisions of Resolution No. FD 90-009 of the 'Board of Directore of the District duly passed and adopted on June 6, 1990, and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Tifie 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 thla 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 District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal -mount of the Notes, wgether with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the District for the General Fund of the District for the Fiscal Year 1990-1991. As security for the payment of the principal of and interest on the Notes, the District has pledged, (a) of the ',mrestricted moneys', as hereinafter defined, to be received in the month of February, 1991, an -mount equal to 50% of the principal amount of the Notes and Co) of the -nrestricted moneys to be received in the month of May, 1991, an amount equal to 50% Page I of 2 Resol uti on No. FD 90-009 Page 9 of the principal -mount of the Notes, plus an -mount m,4~cient to pay the intorest to become due on the Notes at maturity (all such pledged Rmounts described in clauses (a) and (b) above being hereinafier called the 'Pledged Revenues'). The principal of the Notes and the interest thereon shall constitute a ~rst lien and ~h~rge 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 f~om any other moneys of the Distr~ct lawfully available therefor. The term '-n-estricted moneys' shall mean taxes, income, revenue and other moneys 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. IN WITNESS WHEREOF, the Rancho Cuc~monga Fire Protection District has caused ,.his Note to be executed by the manual signature of the Vice President of the Board of Directors of the District and countersigned by the fa_pA~imile signature of the Secretary of the Board of Directore of the District, and caused its official seal to be reproduced in facsimile hereon all as of the 3rd day of july, 1990. RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Aclmlni~trative Services Director (SEAL) Countersigned: Secretary of the Board of Directors Page 2 of 2