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HomeMy WebLinkAbout235-90r , RESOLUTION NO. 235-90 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF BOND PURCHASE CONTRACT· THE SALE OF BONDS, AND MATTERS RELATED THERETO SYCAMORE VALLEY REASSESSMENT DISTRICT NO. 1990-1 RESOLVED· by the Town Council (the "Council") of the Town of Danville (the "Town"), Contra Costa County· California, that: WHEREAS, this Council has, on November 20 1990 adopted its Resolution No. 234-90, (herein "Bond Resolution") providing for the issuance of this Town's Limited Obligation Improvement Bonds· Sycamore Valley Reassessment District No. 1990-1; WHEREAS, negotiations with Stone & Youngberg, (herein "Investment Banker") related to the underwriting of the Bonds has resulted in the presentation by the Investment Banker to this Council of a proposed form of purchase contract (herein "Purchase Contract") related to the purchase of the Bonds, complete in all material respects other than the maturity schedule· and interest rate or rates on the Bonds; WHEREAS· this Council has duly considered the terms and conditions of the Purchase Contract and the sale of the Bonds to the Investment Banker; WHEREAS· there has been submitted to this Council a Preliminary Official Statement related to the Bonds and this Council has duly considered same; 3213004/6 1 WHEREAS, Bank of America National Trust and Savings Association (herein "Escrow Agent") has submitted to this Council a proposed form of escrow agreement (herein "Escrow Agreement") related to the defeasance of the Sycamore Valley Assessment District No. 1985-1 Bonds, and this Council has duly considered same; and WHEREAS, Town staff is currently negotiating for bond insurance for the bonds; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED, as follows: 1. A private sale of the Bonds would result in a lower overall cost, and the Bonds shall be sold at private sale. 2. The proposed form of Purchase Contract for the Bonds submitted by Stone & Youngberg, as the Town's Investment Banker for the aforementioned financing proceedings, is hereby approved. 3. The Manager is hereby authorized and directed, for and on behalf of the Town, to execute a Purchase Contract for the sale of the Bonds in substantially the form presented to this Council with such changes therein as the Manager, with the advice of the City (Town) Attorney, may require or approve, such approval to be conclusively evidenced by execution and delivery of the Purchase Contract to the Investment Banker. 4. The Manager is hereby authorized to negotiate and to determine the maturity schedule and the interest rate or rates on the Bonds, the final maturity thereof to be not later than 32 ] 3004/6 September 2, 2006, such interest rate or rates not to exceed 8.5%. The maturity schedule of the Bonds and the interest rate or rates shall be as set forth in the Purchase Contract. The execution of the Purchase Contract by the Manager shall evidence his approval of such sale and such terms for and on behalf of this Council. 5. The Bonds shall be prepared in accordance with the proceedings and the terms of the Purchase Contract, and shall be executed, authenticated and delivered to the Investment Banker upon receipt of the purchase price therefore. 6. The Preliminary Official Statement heretofore presented to this Council and on file with the Clerk is hereby approved, and the Mayor is hereby authorized and directed, for and on behalf of the Town, to deliver same to the Investment Banker, and to approve the distribution of the Preliminary Official Statement in substantially such form, and the Manager is hereby authorized and directed, for and on behalf of the Town, to certify to the Investment Banker on behalf of the Town that the Preliminary Official Statement is, as of its date, "deemed final" by the Town within the meaning of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such rule). The Mayor and the Manager are hereby authorized and directed, for and in the name and on behalf of the Town, to execute and deliver to the 3213004/6 3 Investment Banker the final Official Statement, which shall be in substantially the form of the Preliminary Official Statement with such additions thereto or changes therein as the Manager shall require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and the Investment Banker is hereby authorized to distribute copies of the final Official Statement to persons who may be interested in the purchase of the Bonds and the Investment Banker is directed to deliver such copies to all actual purchasers of the Bonds. 7. The proposed form of Escrow Agreement is hereby accepted and approved and the Manager is hereby authorized and directed, for and on behalf of the Town, to execute an Escrow Agreement with the Escrow Agent is substantially the form presented to this Council with such changes therein as the Manager, with the advice of the City (Town) Attorney, may require or approve, such approval to be conclusively evidenced by execution and delivery of the Escrow Agreement to the Escrow Agent. 8. The Manager 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, including, but not limited to, entering into a fee agreement with the paying agent 3213004/6 4 for the bonds, a fee agreement with the Escrow Agent, and executing a commitment for bond insurance, if such insurance, in the opinion of the Manager is reasonable available, and to otherwise effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and approved. 3213004/6 5 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 November , 1990 by the following vote: AYES, and in favor thereof, Councilmembers: GREENBERG, LANE, RITCHEY, SCHLENDORF, SHIMANSKY NOES, Councilmembers: NONE ABSENT, Councilmembers: NONE Mayo r ATTEST: City Clerk 32 ] 3004/6