Loading...
HomeMy WebLinkAbout075-88 RESOLUTION NO. 75-88 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF BOND PURCHASE CONTRACT AND AWARDING SALE OF BONDS ASSESSMENT DISTRICT NO. 88-1 SERIES 88-A RESOLVED, by the Town Council of the Town of Danville, California that: WHEREAS, this Council has heretofore adopted its resolution (herein "Bond Resolution") determining unpaid assessments and providing for the issuance of this Town's Limited Obligation Improvement Bonds, Assessment District No. 88-1, Series 88-A (the "Bonds"), for the purposes set: forth in Resolution of Intention No. 29-88, adopted March 31, 1988, by this Council; and WHEREAS, this Council has heretofore appointed Sutro & Co. Incorporated as its investment banker (herein "Investment Banker") for the underwriting of the Bonds; WHEREAS, negotiations with the Investment Banker in connection with the sale of the Bonds has resulted in the presentation by the Investment Banker to this Council of a purchase contract, dated June 20 , 1988 (herein "Purchase Contract") related to the purchase of the Bonds; and WHEREAS, this Council has duly considered the terms and conditions of the Purchase Contract and the sale of the Bonds to said Investment Banker; NOW, THEREFORE, THIS COUNCIL HEREBY DETERMINES AND ORDERS, as follows: 1. The Purchase Contract for the Bonds, dated June 20 , 1988, submitted to the Town by Sutro & Co. Incorporated, as the Town's Investment Banker for the special assessment and assessment bond proceedings being conducted under said Resolution No. 29-88, is hereby approved, and the sale of the Bonds is hereby awarded to said Investment Banker at the price set forth therein, plus accrued interest from the date of the Bonds to the date of delivery and payment therefor, subject to all of the terms and conditions set forth in the Purchase Contract. 2. The Mayor is hereby authorized and directed to sign the Purchase Contract on behalf of the Town. 3. The Bonds shall be prepared in accordance with the terms of the Purchase Contract and delivered to the Investment Banker upon receipt of the purchase price therefore. 4. The Mayor of the Town and Town staff are hereby authorized jointly and severally to execute any and all documents and do any and all things deemed necessary or advisable in order to consummate the delivery of the Bonds pursuant to the Bond Resolution and the Purchase Contract, and to otherwise effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and approved. I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Town Council of the Town of Danville, California, at a meeting thereof held on the 20th day of June , 1988 by the following vote: AYES, and in favor thereof, Councilmembers: Greenberg, Jagger, Lane, Ritchey, Schlendorf NOES, Councilmembers: None ABSENT, Councilmembers: None ayor ATTEST: $15,620,000 TOWN OF DANVILLE t LIMITED OBLIGATION IMPROVEMENT BONDS Assessment District No. 88-1, Series 1988-A BOND PURCHASE CONTRACT June 20, 1988 Town Council Town of Danville 510 La Gonda Way Danville, CA 94526 ~! Ladies and Gentlemen: The undersigned (the "Underwriter") hereby offers to enter into this Bond Purchase Contract (the "Contract") with you, the Town Council of the Town of Danville (the "Town"), for the purchase by the Underwriter and issuance and delivery by you of the Bonds described herein. This offer is made subject to acceptance by you prior to 11:59 o'clock p.m., California time, on June 20, 1988. If this offer is :not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered to you at any time prior to acceptance. Upon acceptance, this Contract shall be i:n full force and effect in accordance with its terms and shall be binding upon the Town and the Underwriter. 1. Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the, Town and the Town hereby agrees to issue and deliver, on behalf of Assessment District No. 88-1 (the "District") to the Underwriter all principal amount of its Limited Obligation Improvement Bonds, Assessment District No. 88-1, Series 1988- A (the "Bonds"). Town Council of Danville June 20, 1988 Page two The aggregate purchase price for the Bonds shall be $15,245,120 (Bond discount of 2.4%), plus accrued interest, if any, to the Closing Date, at the interest rates as set forth in Exhibit A hereto. The Bonds shall otherwise be substantially in the form described in, and shall be issued, delivered and secured under and pursuant to, and shall be payable and subject to redemption as provided in, that certain resolution adopted by the Town on June 20, 1988, providing for the issuance of the Bonds. (the "Resolution") (b) At 11:00 o'clock a.m., California time, no later than July 13, 1988, or at such other time or on such other date as we mutually agree upon (the "Closing Date"), the Town will deliver or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter, the Bonds in definitive form (all of the Bonds to be lithographed with steel engraved borders and to bear CUSIP numbers), duly executed, together with the other documents mentioned herein. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in subparagraph (a) above by clearinghouse check or checks (such delivery and payment being herein referred to as the "Closing") to the order of the Town in an amount equal to the purchase price. The definitive Bonds shall be delivered as fully registered Bonds in such denominations and registered in such names as the Underwriter shall request. (c) The Underwriter agrees to make a public offering of the Bonds at the initial offering price set forth in the Offering Memorandum prepared in connection with the issuance of the Bonds (the "Offering Memorandum"), which price may be changed from time to time by the Underwriter. Town Council of Danville June 20, 1988 Page three 2. Representations, Warranties and Agreements of the Town. The Town hereby represents, warrants and agrees with the Underwriter that: (a) The Town is duly organized and validly existing pursuant to the Constitution and laws of the State of California. (b) (i) At or prior to the Closing Date, the Town will have taken all action required to be taken by it to authorize the issuance and delivery of the Bonds; (ii) the Town has full Legal right, power and authority to enter into this Contract, to adopt the Resolution, to issue and deliver the Bonds to the Underwriter and to perform its obligations under each such document or instrument, and to carry out and effectuate the transactions contemplated by this Contract, and the Resolution; (iii) by all necessary official action, the Town, prior to or concurrently with the acceptance hereof, has duly adopted the Resolution and has duly authorized and approved (A) the execution and delivery of this Contract and the issuance, execution and delivery of the Bonds in accordance with the Resolution, and (B) the performance by the Town of its obligations contained in and contemplated by the Bonds, the Resolution, and this Contract, and the Resolution and such authorizations shall be in full force and effect on the Closing Date; [iv) this Contract, and the Bonds have been, or on or before the Closing Date will be, duly executed and delivered by the Town, and, on the Closing Date, the Bonds, when authenticated and delivered to the Underwriter in accordance with che Resolution, and this Contract will constitute Legally valid and binding obligations, enforceable in accordance with their respective ~erms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, Town Council of Danville June 20, 1988 Page four noratorium, or similar laws or equitable principles relating to or limiting creditors' rights generally. (c) No consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any person, organization, court or governmental agency or public body whatsoever is required (except such as have been filed, made or obtained) in connec- tion with the issuance, delivery or sale of the Bonds or the consummation of the other transac- tions effected or contemplated herein or hereby; (d) The adoption of the Resolution, the 5ssuance of the Bonds, the execution, delivery and performance of this Contract, and the Bonds, and compliance with the provisions hereof and thereof do not conflict with or constitute on the part of the Town a violation of or default under, the Constitution of the State of California or any existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, £ndenture, mortgage, lease or other instrument to which the Town is a party or by which it is bound or to which it is subject. (e) To the knowledge of the Town, as of the time of acceptance hereof, no action, suit, proceeding, hearing or investigation is pending or threatened against the Town; (i) in any way affecting the existence of the Town or in any way challenging the respective powers of the several offices or the titles of the officials of the ~own to such office; or (ii) seeking to restrain or enjoin the sale, issuance or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, or the collection of the assessments pledged or to be pledged or available Town Council of Danville June 20, 1988 Page five to pay the principal of, premium, if any, or the Lnterest on the Bonds, or the pledge thereof, or an any way contesting or affecting the validity or enforceability of the Bonds, this Contract or the Resolution, or contesting the powers of the Cown or its authority with respect to the Bonds or the District, the Resolution or this Contract; or (iii) in which a final adverse decision could ia) materially adversely affect the consummation of the transactions contemplated by this Contract or the Resolution, (b) declare this Contract or the Resolution to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exemption of the interest paid on the Bonds from taxation by the Government of the United States or by the Sate of California; (f) Between the date hereof and the Closing Date, without the prior written consent of the Underwriter, the Town shall not have issued on behalf of the District any bonds, notes or other obligations for borrowed money; (g) The Town has not been notified of any Listing or proposed listing by the Internall Rev- enue Service to the effect that the Town is a bond issuer whose arbitrage certificates may not be relied upon; (h) Any certificate signed by any officer or official of the Town and delivered to the Under- writer shall be deemed a representation and warranty by the Town to the Underwriter as to the statements made therein but not of the person signing the same; and (i) The Town will apply the proceeds from the sale of the Bonds for the purposes specified in the Resolution. 4. Conditions to the Obligations of the Underwriter. The Underwriter hereby enters into this Contract in reliance upon the representations and Town Council of Danville June 20, 1988 Page six warranties of the Town contained herein and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Town of its obligations hereunder, both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the Town contained herein, all as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officials of the Town made in any certificate or other document furnished pur- suant to the provisions hereof, to the perform- ance by the Town of its obligations to be per- formed hereunder and under the Resolution at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The representations and warranties of the ?own contained herein shall be true, complete and correct on the date hereof and on the Closing Date, as if made on and at the Closing; (b) At the time of the Closing, the Resolu- tion, and this Contract shall have been duly authorized, executed, issued and delivered by the respective parties thereto, in substantially the forms heretofore presented to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and said agreements, documents and instruments shall be in full force and effect and shall not have been amended, nodified or supplemented except as shall have been agreed to by the Underwriter; and the Underwriter shall have received, in appropriate form, evidence thereof; Town Council of Danville June 20, 1988 Page seven (c) At the time of the Closing Date, the assessments for the Bonds shall have been approved and confirmed by the Town and recorded £n the office of the Superintendent of Streets; (d) Between the date hereof and the Closing Date, the marketability of the Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Town terminating the obli- gation of the Underwriter to accept delivery of and make any payment for the Bonds), by reason of any of the following: (1) legislation enacted (or resolution passed) by or introduced or pending legislation amended in the Congress or recommended for passage by the President of the United States, the Secretary of the Treasury or any member of Congress, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed), press release or other form of communication issued or made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon interest as would be received by the owners of the Bonds; (2) the declaration of war or engagement in major military hostilities by the United States or the occurrences of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States; · Town Council of Danville June 20, 1988 Page eight (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securi- ties generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriters; (5) legislation enacted (or resolution passed) by introduced or pending legislation amended in the Congress or recommended for passage by the President of the United States, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements from which they are now exempt under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of Bonds, including any or Town Council of Danville June 20, 1988 Page nine all underlying arrangements, as contemplated hereby, otherwise is or would be in violation of the federal securities laws as amended and then in effect; (e) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) a certified copy of the Resolution duly executed and delivered by the respective parties; (2) the approving opinion, dated the Closing Date and addressed to the Town, of Brown & Wood, Bond Counsel, and an opinion of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (3) a certificate or certificates, dated the Closing Date, signed by the Town Manager of the Town or another duly authorized offi- cial of the Town satisfactory to the Under- writer, in form and substance satisfactory to the Underwriter, to the effect that, 'to the best of his knowledge, (a) the representnations and warranties of the Town containLed in Paragraph 2 of this Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (b) no litigation is pending or threatened (i) to restrain or enjoin the issuance, sale or delivery of any of the Bonds or the validity of the reassess- ments, (ii) in any way contesting or affecting Town Council of Danville June 20, 1988 Page ten the validity of this Contract, the Bonds or the Resolution, or (iii) in any way contesting the existence or powers of the District or the Town; (4) a no-arbitrage certificate in form satisfactory to Bond Counsel. (5) such additional legal opinions, cer- tificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the Town herein, and the due performance or satisfaction by the Town at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Town in connection with the transactions con- templated hereby and by the Resolution. if) On the Closing Date, the Reserve Account for 5he Bonds shall be funded in an amount equal to 5% of the principal amount of the Bonds. Such amount is reasonably required in marketing the Bonds. 5. Expenses. (a) The Town shall be under no obligation to pay, other than out of Bond proceeds, any expenses incident to the Town's obligations hereunder, including, but not limited to (i) the fees and disbursements of any accountants and other experts, consultants or advisers retained; [ii) the cost of preparation and printing of the definitive Bonds; (iii) the cost of preparation, Town Council of Danville June 20, 1988 Page eleven printing and distribution of the Preliminary Offering Memorandum and the Offering Memorandum; (iv) the fees and disbursements of Bond Counsel (v) the fees and disbursements of the Fiscal Agent and its counsel; and (vi) the costs of publication or mailing of notices as required by ~he Resolution. (b) The Underwriter shall pay (i) all adver- tising expenses in connection with the public offering of the Bonds (ii) the cost of prepara- tion of this Contract and (iii) all other expenses incurred by it in connection with the public offering of the Bonds, including the fees and disbursements of its counsel, if any. 6. Notices. Any notice or other communication to be given ~o the Town under this Contract may be given by delivering the same in writing at the Town's address set forth above; and any notice or other communication to be given to the Underwriter may be given by delivering the same in writing to the following address: Underwriter: Sutro & Co. Incorporated 201 California Street San Francisco, CA 94111 7. Parties in Interest; Governing Law. This Contract is made solely for the benefit of the Town and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Contract shall be governed by the laws of the State of California. Town Council of Danville June 20, 1988 Page twelve 8. Survival o_ff Representations and Warranties.. The representations and warranties of the Town set forth in or made pursuant to this Contract shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Contract and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriter and regardless of delivery of and payment for the Bonds. 9. Counterparts. This Contract may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 10. ~ffective. This Contract shall become effective and Dinding upon the respective parties hereto upon ~he execution of the acceptance hereof by a duly authorized official of the Town, and shall be valid and enforceable as of the time of such acceptance. Very truly yours, SUTRO & CO. INCORPORATED Vice President Public Finance Department ACCEFTED; TOWN OF DANVZLLE Mayor EXHIBIT A TOWN OF DANVILLE ASSESSMENT DISTRICT NO. 88-1 Year Principal Rate 1989 $ 5,000 6.000% 1990 150,000 6.000% 1992 250,000 6.200% 1992 275,000 6.400% 1993 290,000 6.600% 199L 310,000 6.800% 1995 340,000 7.000% 1996 365,000 7.250% 1997 395,000 7.500% 1998 425,000 7.750% 1999 465,000 8.000% 2000 505,000 8.000% 2002 545,000 8.000% 2002 590,000 8.050% 2003 640,000 8.050% 2004 695,000 8.050% 2005 745,000 8.100% 2006 810,000 8.100% 2007 875,000 8.100% 2008 945,000 8.150% 2009 1,025,000 8.150% 2010 1,105,000 8.150% 201L 1,190,000 8.200% 2012 1,290,000 8.200% 2013 1,390,000 8.200%