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HomeMy WebLinkAboutRESOLUTION NO 07-01-01STATE OF GEORGIA COUNTY OF FULTON RESOLUTION NO. 07-01-01 RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF MILTON GEORGIA AUTHORIZING AMONG OTHER THINGS THE ISSUANCE AND SALE OF TAX ANTICIPATION NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF $5355,000 The Council of the City of Milton hereby resoles while in regular session on the 11th day of January, 2007 at 5:30 pm.: WHEREAS, the City of Milton, Georgia (the "City") is a municipal corporation duly created and existing pursuant to a charter act of the General Assembly of the State of Georgia Ga. Laws 2006, page 3554, as amended (the "Charter"); and WHEREAS, the City Council of the City of Milton, Georgia (the "Council") has determined that it is in the best interest of the City to borrow money to pay current expenses for calendar year 2007 in anticipation of the receipt of taxes levied or to be levied for the General Fund; and WHEREAS, the City is authorized by Article IX, Section V, Paragraph V of the Constitution of the State of Georgia of 1983 and Section 36-80-2 of the Official Code of Georgia Annotated, to borrow money to pay current expenses during any calendar year and to evidence such borrowing by issuing tax anticipation notes in anticipation of the receipt of taxes levied or to be levied for the General Fund for expenses payable in such calendar year; and WHEREAS, the Council is authorized by Article IX, Section IV, Paragraph I to levy and collect taxes and within its corporate limits; and WHEREAS, the City proposes to issue Tax Anticipation Notes in the aggregate principal face amount of $5,155,000 (the "Notes") to pay the current expenses of the City; NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City and it is hereby resolved by authority of the same, as follows: Section 1. Findings. The Council hereby finds and determines as follows: (a) the aggregate principal amount of the Note does not exceed 75% of the total gross income from taxes which would have been collected by the City in calendar year 2006 for the General Fund if the City had been in existence during all of 2006, (b) the aggregate principal amount of the Note, together with other contracts, notes, warrants or obligations of the City for current expenses in calendar year 2007 for the General Fund, do not exceed the total anticipated tax revenues of the City for the General Fund for calendar year 2007, (c) no temporary loan or other contract, note, warrant or other obligation for current expenses incurred in calendar year 2006 or any prior calendar year remains unpaid as of the date hereof; and (d) a need exists for the City to Page 1 of 6 borrow $5,155,000 to pay current expenses of the City in calendar year 2007 prior to the receipt of sufficient revenues from taxes levied or to be levied for the General Fund for 2007. Section 2. Authorization of Notes. There is hereby authorized to be issued tax anticipation notes of the City in the aggregate principal amount of $5,155,000, which shall be designated "City of Milton, Georgia Tax Anticipation Notes, Series 2007" (the "Notes"). The Notes shall be dated as of the date of delivery thereof to the purchasers; shall bear interest at the rate of 3.84% per annum, calculated on the basis of a 360 -clay year comprised of twelve 30 -day months; shall be payable as to principal and interest by wire transfer upon surrender of the Notes to the persons who are registered owners on December 15, 2007 and shall be payable as to principal and interest in lawful money of the United States of America; shall be issued in $100,000 denominations, or any integral multiple of $5,000 in excess thereof; shall be numbered R-1 upward; and shall mature and interest shall be payable on December 2$, 2407. The Notes shall be issued in the form of fully registered notes. The Notes shall be executed by the manual or facsimile signature of the Mayor and by the manual or facsimile signature of the City Clerk, and the corporate seal of the City shall be impressed or imprinted thereon. In case any officer whose signature shall be affixed to the Notes or who shall have sealed any of the Notes shall cease to be such officer before the Notes so signed and sealed shall have been actually delivered, the Notes, nevertheless, shall be valid Notes of the City and may be delivered as such notwithstanding the fact that such officer or officers may have ceased to be such officer or officers of the City when the Notes shall be actually delivered. Section 3. Approval of Form of Notes. The Notes as initially issued shall be issued in substantially the form attached hereto as Exhibit A subject to such minor changes, insertions or omissions as may be approved by the Mayor, and the execution and delivery of the Notes shall be conclusive evidence of such approval. Section 4. Designation of Paying Agent. The City Treasurer of the City of Milton, Georgia is hereby designated as Paying Agent, Note Registrar and Authenticating Agent with respect to the Notes. Section 5. Tax Revenues Used to Repay Notes. The City agrees to use for payment of the Notes and the interest thereon a sufficient portion of the revenues received by the City from taxes levied or to be levied for calendar year 2007 for the General Fund and other funds available for such purpose. Section 6. Authentication of Notes. Only such Notes as shall have endorsed thereon a certificate of authentication substantially in the form hereinabove set forth duly executed by the Note Registrar shall be deemed to be validly issued hereunder. No Notes shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been executed by the Note Registrar, and such executed certificate of the Note Registrar upon any such Note shall be conclusive evidence that such Note has been authenticated and delivered hereunder. Said certificate of authentication on any Note shall be deemed to have been executed by the Note Registrar, but it shall not be necessary that the same authorized signatory sign the certificate of authentication on all of the Notes. Page 2 of 6 Section 7. Transfer and Exchanze of Notes. The Note Registrar shall cause to be kept books for the registration of transfer of the Notes. Notes may be registered and transferred on the books of registration by the registered owner thereof in person or by his duly authorized attorney, upon surrender thereof, together with a written instrument of transfer executed by the owner or his duly authorized attorney. Upon surrender for registration of transfer of any Note at the principal corporate office of the Note Registrar, the City shall execute, and the Note Registrar shall authenticate and deliver in the name of the transferee or transferees, a new Note or Notes of the same aggregate principal amount and tenor and of any authorized denomination or denominations, numbered consecutively in order of issuance according to the records of the Note Registrar. The Notes may be exchanged at the principal corporate office of the Note Registrar for an equal aggregate principal amount of Notes of the same aggregate principal amount and tenor and of any authorized denomination or denominations. The City shall execute, and the Note Registrar shall authenticate and deliver, Notes, which the owner of Notes making such exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. Such transfers of registration or exchanges of Notes shall be without charge to the owner of such Notes, but any tax or other governmental charge, required to be paid with respect to the same shall be paid by the owner of the Note requesting such transfer or exchange as a condition precedent to the exercise of such privilege. All Notes surrendered upon any transfer provided for in this resolution shall be promptly cancelled by the Note Registrar and shall not be reissued. Upon request of the City a certificate evidencing such cancellation shall be furnished by the Note Registrar to the City. Section 8. Registered Owners. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either principal or interest shall be made only to or upon the order of the registered owner thereof or his duly authorized attorney, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 9. Mutilated or Destroyed Notes. In case any Note shall become mutilated or be destroyed or lost, the City, may cause to be executed, authenticated and delivered a new Note of like date and tenor in exchange or substitution for any such Note upon, in the case of a mutilated Note, surrender of such Note, or in the case of destroyed or lost Note, the owners filing with the City, the Paying Agent and the Note Registrar evidence satisfactory to them that such Note was destroyed or lost and providing indemnity satisfactory to them. If any such Note shall have matured, instead of issuing a new Note, the City may pay the same. Section 10. Redemption. The Notes are not subject to redemption as is more fully provided in the foregoing form thereof. Section 11. Tax Covenants and Representations. The Notes are being issued by the City for the governmental purpose of providing funds for the current expenses of the City for the year 2007, in compliance with the conditions necessary for the interest income on the Page 3 of 6 Notes to be excludable from gross income for federal income taxation pursuant to the provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). It is the intention of the City that the interest on the Notes be and remain excludable from gross income for federal income tax purposes, and, to that end, the City hereby covenants with the holders of the Notes, as follows: (a) It will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the tax-exempt status of the interest on the Notes under Section 103 of the Code. (b) It will not directly or indirectly use or permit the use of any proceeds of the Notes or any other funds of the City or take or omit to take any action in a way that would cause the Notes to be (i) "private activity bonds" within the meaning of Section 141 of the Code, (ii) obligations which are "federally guaranteed" within the meaning of Section 149 of the Code or (iii) "hedge bonds" within the meaning of Section 149 of the Code. Without limiting the foregoing, the City will not allow 10% or more of the proceeds of the Notes to be used in the trade or business of any private business and will not loan 5% or more of the proceeds of the Notes to any nongovernmental units. (c) It will not directly or indirectly use or permit the use of any proceeds of the Notes or any other funds of the City or take or omit to take any action that would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code. The City anticipates that no rebate of any investment earnings to the Department of Treasury of the United States will be required by Section 148(f) of the Code at any time while the Notes are outstanding. However, in the event that such rebate is required, the City hereby covenants to comply with all requirements of Section 148 of the Code to the extent applicable to the Notes. (d) The City will cause to be completed and filed with the Internal Revenue Service the information required by Section 149(e) of the Code, (Treasury Form 8038-G) prior to or simultaneously with the issuance of the Notes. Section 12. Approval of Tax Documents. The Mayor is hereby authorized to execute on behalf of the City a Non -Arbitrage Certificate to assure the owners of the Notes and Hunton & Williams LLP, Bond Counsel, that the interest on the Notes will remain excludable from gross income for federal income tax purposes and that the proceeds of the Notes will not be used in a manner which would result in the Notes being "arbitrage bonds" within the meaning of Section 148 of the Code. Section 13. General Authority. From and after the date of adoption of this resolution, any member of the Council and the officers of the City are hereby authorized to do such acts and things, and to execute and deliver all such certificates or agreements as may be necessary or desirable in connection with the issuance of the Notes. All actions of the Council, officers or agents of the City taken in connection therewith prior to the date hereof are hereby ratified and confirmed. Page 4 of 6 Section 14. Sale of Notes. The sale of the Notes to Wachovia Bank, National Association (the "Purchaser") for a price of $5,155,040 at a rate of 3.84%, which results in a net interest rate of 3.84% and net interest of $187,647.68 is hereby approved. Section 15. Tax Levy for Payment of Note. For the purpose of providing funds for the payment of the principal of and interest on the Notes, there shall be and hereby is assessed and levied and there shall hereafter be collected a direct tax upon all real and personal property now or hereafter subject to taxation within the corporate Iimits of the City of Milton, Georgia, the net proceeds of which will be in a sufficient amount to produce such sums as are required to pay the principal and interest thereon. Said sums are irrevocably pledged and appropriated to the payment of the principal and interest, when due on the Notes, and the provisions to meet the requirements of this Resolution shall hereafter be made in due time and manner so that the Notes, including both principal and interest, shall be fully paid at maturity. Section 16. Bank Qualification, The City hereby designates the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and the City hereby certifies that the City, together with its subordinate entities (as defined in the Code), has not issued nor does it intend to issue more than $14,000,000 of qualified tax exempt obligations (other than primate activity bonds as described in Section 141 of the Code) during the 2007 Calendar Year. Section 17. Effective Date. This resolution shall be in full force and effect immediately upon its adoption, and any and all resolutions or parts of resolutions in conflict with this resolution shall be, and they are, to the extent of such conflict, hereby repealed. Section 18. Contract. This resolution hereby constitutes a contract with the Purchase of the Notes. Page 5 of 6 Adopted and approved by the Council on this l lt" day of January, 2007. ATTEST: —A vitt+( Nue�-k, e ette R. Marchiafava, City Clerk (SEAL) CITY OF MILTON, GEORGIA By: Joe Lockwood, r Page 6 of 6 EXHIBIT A FORM OF NOTE UNITED STATES OF AMERICA STATE OF GEORGIA CITY OF MILTON, GEORGIA TAX ANTICIPATION NOTE, SERIES 2007 Number R-1 Maturity Date Date of Original Issue December 28, 2007 January 12, 2007 Principal Amount: FIVE MILLION ONE HUNDRED FIFTY-FIVE THOUSAND DOLLARS AND NO CENTS - ($5,155,000) Registered Owner: Wachovia Bank, National Association KNOW ALL MEN BY THESE PRESENTS: CITY OF MILTON, GEORGIA, a political subdivision of the State of Georgia (the "City"), for value received, hereby promises to pay the principal amount set forth above, together with interest thereon at the rate of 3.84% per annum (calculated on the basis of a 350 -day year comprised of twelve 30 -day months), in immediately available funds, on the maturity date set forth above, to the registered owner hereof. Both principal hereof and interest hereon are payable by wire transfer by the City Treasurer, as paying agent, note registrar and authenticating agent (the "Paying Agent"), to the person who is the registered owner hereof as of December 15, 2007 upon surrender hereof. Both principal hereof and interest are payable in lawful money of the United States of America. The City also promises to pay any and all amounts owed by the City as arbitrage rebate pursuant to Section 148 of the Internal Revenue Code of 1986, as amended and any amounts expended by any owner of this Note in connection with the collection of amounts owed hereunder, including, but not limited to attorney fees. This Note is one of a series of tax anticipation notes in the aggregate principal amount of $5,155,000 authorized by a resolution (the "Resolution") duly adopted by the City Council of the City of Milton, Georgia (the "Council') on January 11, 2007 in accordance with Article IX, Section V, Paragraph V of the Constitution of the State of Georgia and Section A-1 36-80-2 of the Official Code of Georgia Annotated, for the purpose of making a temporary loan to pay current expenses of the City in calendar year 2007. This Note is issued in anticipation of the receipt of taxes levied or to be levied for the General Fund in calendar year 2007. The principal amount of this Note together with all other temporary loans, contracts, notes, warrants and obligations of the City for calendar year 2007 payable from the General Fund does not exceed the total anticipated revenues from taxes of the City for the General Fund for calendar year 2007. No temporary loan or other contract, note, warrant or other obligation for current expenses incurred in calendar year 2006 or any prior calendar year remains unpaid. This Note is not subject to prepayment prior to maturity. This Note may be registered as transferred by the registered owner hereof in person or by the owner's attorney duly authorized in writing, but only in the manner, subject to the limitations specified in the authorizing resolution, and upon surrender and cancellation of this note. Upon such registration of transfer, a new note or notes of the same aggregate principal amount and tenor and of any authorized denomination or denominations will be issued to the transferee in exchange therefor. This Note may be exchanged for an equal aggregate principal amount of Notes of the same aggregate principal amount and tenor of any authorized denomination or denominations, in the manner and subject to the conditions provided in the authorizing resolution. No service charge shall be made for any registration of transfer or exchange hereinbefore referred to, but the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge as a condition precedent to the exercise of such privilege. The person in whose name this Note is registered shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of or on account of either principal or interest made to such registered owner shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. It is hereby certified, recited and declared that all acts, conditions and things required by the Constitution and laws of the State of Georgia to be done precedent to or as a condition to the issuance of this Note have been properly done, have happened and have been performed in the manner required by the Constitution and laws of the State of Georgia; that the tax levies in anticipation of which this Note is issued are or will be valid and legal levies; that the City will use a sufficient amount of the proceeds of such tax levies and other available funds for the payment of this Note and the interest hereon; and that this Note, together with all other indebtedness of the City, is within every debt or other limit provided by the Constitution and laws of the State of Georgia. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Resolution. IN WITLESS WHEREOF, the City acting by and through its Council, has caused this Note to be executed in its corporate name by the manual signature of the Mayor, and A-2 attested by the manual signature of the City Clerk and the corporate seal of the City to be impressed or imprinted hereon, all as of the date of original issue as shown above. Attest: 1 keanette R. Marchiafava, City Cler (SEAL) CITY OF MILTON, GEORGIA By: -1A Joe Lockwo , Mayor i A-3 CERTIFICATE OF A UTHENTICATION This is one of the Notes described in the within mentioned authorizing resolution of the City Council of the City of Milton, Georgia adopted on January 11, 2007, and is hereby authenticated. Date of Authentication: January 12, 2007 CITY OF MILTON, GEORGIA By: Caro R, olfe, ty Treasurer A-4 ASSIGNMENT FOR TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Note of City of Milton, Georgia and does hereby constitute and appoint attorney to transfer the said Mote on the books of the Note Registrar, with full power of substitution in the premise. Date: In the presence of: Noteholder NOTICE: The signature to this Assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. A -S CITY CLERK'S CERTIFICA'T'E The undersigned does hereby certify that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution pertaining to the City of Milton, Georgia Tax Anticipation Notes, 2007 in the aggregate principal amount of $5,155,000, which resolution was duly adopted at a meeting of the City Council (the "Council") of the City which was duly called and assembled on January 11, 2007, which was open to the public, and at which a quorum was present and acting throughout and that the original of said resolution appears of record in the minute book of the Council which is in my custody and control, and that said resolution has not been amended, repealed, revoked or rescinded as of the date hereof. Given under my hand and the seal of the Council of the City, this day of January, 2007. r Yi: CIL' (SEAL) CityClerk 99903.000110 ATLANTA 6592860