Loading...
HomeMy WebLinkAboutAgr 2009-10-20 (Town of Fairfax)Quint & Thimmig Attorneys at Law 575 Market Street, Suite 3600 San Francisco, CA 94105-2874 Phone: 415/765-1550 Fax: 415/765-1555 October 19, 2009 VIA FEDERAL EXPRESS Ms. Heidi Bigall Director of Administrative Services Town of Tiburon 1505 Tiburon Boulevard Tiburon, California 94920 RECEIVED FINANCE DEPARTMENT TOWN OF iIBURON Re: $500,000 Town of Fairfax (Marie County, California) 2009 Tax and Revenue Anticipation Notes Dear Heidi: Enclosed for your files, please find the original Town of Fairfax 2009 Tax and Revenue Anticipation Note, in the amount of $500,000, payable to the Town of Tiburon. It was a pleasure working with you and if you have any questions regarding the enclosed, please do not hesitate to contact me. Very truly yours, therme Lee Ree Encl. NUMBER 1 TOWN OF FAIRFAX (Marin County, California) 2009 TAX AND REVENUE ANTICIPATION NOTE ***$5001000*** INTEREST RATE: MATURITY DATE: ISSUE DATE: 4.00° December 22; 2009 October 20, 2009 REGISTERED OWNER: TOWN OF TIBURON, CALIFORNIA L PRINCIPAL SUM: FIVE HUNDRED THOUSAND DOLLARS The TOWN OF FAIRFAX, Marin County, State of California (the "Town"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above (the "Owner"), on the Maturity Date stated above, the Principal Sum staged above, in lawful money of the United States of America, and to pay interest hereon in like lawful money at the rate per annum stated above, calculated on the basis of 360-day year composed of twelve 30-day months. 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, in the aggregate principal amount of five hundred thousand dollars ($500,000), issued pursuant to the provisions of a resolution of the Town Council of the Town entitled "RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 2009-2010 AND THE ISSUANCE AND SALE OF A 2009 TAX AND REVENUE ANTICIPATION NOTE THEREFOR," duly passed and adopted on October 7, 2009 (the "Resolution"), 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 this Note 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 Town, does not exceed any limit prescribed by the constitution or statutes of the State of California. The principal amount of this Note, together with the interest hereon, shall be payable from taxes, revenue and other moneys which are received by the Town for the Fiscal Year 2009- 2010, and specifically with respect to the property tax revenue to be received by the Town in December 2009. As security for the payment of the principal of and interest on this Note, the Town, has pledged and assigned all'property tax revenues receivable by the Town in December 2009 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of this Note and the interest hereon 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, this Note shall be paid from any other moneys of the Town lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the Town to permit the repayment of TOWN OF FAIRFAX (Marin County, California) 2009 TAX AND REVENUE ANTICIPATION NOTE Page 1 of 2 this Note from such property tax revenues, then the amount of any deficiency shall be satisfied and made up from any other moneys of the Town lawfully available for the repayment of this Note and interest hereon. The Town has irrevocably directed the Marin County Treasurer-Tax Collector to transfer to a special escrow account at Bank of America in Fairfax, California (the "Escrow Bank"), all property tax revenues owed to the Town in December 2009, and the Escrow Bank has been irrevocably directed to transfer to the Owner, on the maturity date of the Note, the total principal amount of the Note, plus interest accrued thereon to such date. The Escrow Bank has been directed to transfer' the remaining amounts of property tax revenues to the Town only after the Owner shall have been paid in full. This Note is issuable as a registered note, without coupons, in the total principal amount thereof. this Note is not subject to exchange or transfer. The Town may treat the Owner hereof as the absolute owner hereof for all purposes, and the Town shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the Town of Fairfax has caused this Note to be issued in the name of the Town and to be executed by the manual signature of the Mayor and countersigned by the manual signature of the Town Clerk, all as of the Issue Date stated above. TOWN OF FAIRFAJf By Mayor Countersig,nPd: Town Clerk TOWN OF FAIRFAX (Marin County, California) 2009 TAX AND REVENUE ANTICIPATION NOTE Page 2of2 IMMI QU t & nhinin*g LLP Attorneys at Law October 20, 2009 Town Council Town of Fairfax 142 Bolinas Road Fairfax, California 94930 575 Market Street, Suite 3600 San Francisco, CA 94105-2874 Phone: 415/765-1550 Fax: 415/765-1555 OPINION. $500,000 Town of Fairfax (Marin County, California) 2009 Tax and Revenue Anticipation Notes Members of the Town Council: We have acted as bond counsel to the Town of Fairfax (the "Town") in connection with the issuance by the Town of its $500,000 Town of Fairfax (Marin County, California) 2009 Tax and Revenue Anticipation Note, dated October 20, 2009 (the "Notes"), pursuant to Article 7.6 (commencing with section 53850), Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, and a resolution of the Town Council of the Town (the "Council") adopted on October 7, 2009 (the "Resolution"). We have examined the law and such certified proceedings and other papers as we deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Town contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination, we are of the opinion, as of the date hereof, that: 1. The Town is duly created and validly existing as a municipal corporation and general law city with the power to issue the Notes and to perform its obligations under the Resolution and the Notes. 2. The Resolution has been duly adopted by the Council and creates a valid first lien on the funds pledged and assigned under the Resolution for the security of the Notes. Pursuant to section 5451 of the California Government Code, the Pledged Revenues (as defined in the Resolution) shall immediately be subject to the pledge and assignment, and the pledge and assignment shall constitute a lien and security interest which shall immediately attach to the Pledged Revenues and be effective, binding, and enforceable against the Town, its successors, purchasers of the Pledged Revenues, creditors, and all others asserting the rights therein, to the extent set forth, and in accordance with, this Resolution irrespective of whether those parties Town Council Town of Fairfax October 20, 2009 Page 2 have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act. 3. The Notes have bean duly authorized, executed and delivered by the Town and are valid and binding general obligations of the Town enforceable in accordance with their terms. The rights of the owners of the Note and the enforceability thereof may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, L..,W