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HomeMy WebLinkAboutReso. 1986 - 162 - Upper churn creek/hartnell avenue/henderson road ressessment district no. 1986-2 RESOLUTION NO.X41 RESOLUTION ORDERING SALE OF BONDS UPPER CHURN CREEK/HARTNELL AVENUE/HENDERSON ROAD REASSESSMENT DISTRICT NO. 1986-2 The City Council of the City of Redding resolves : The City Council accepts the offer of MILLER & SCHROEDER FINANCIAL INC. , (attached to this resolution and by reference incorporated in it) , to purchase all of the refunding bonds to be issued in Upper Churn Creek/Hartnell Avenue/Henderson Road Reassessment District No. 1986-2. The City Council directs the sale and delivery of the bonds to the offeror in accordance with the terms and conditions stated in the offer. I HEREBY CERTIFY that the foregoing resolution was duly and regularly adopted by the City Council of the City of Redding, Shasta County, California, at a regular meeting thereof , held on the 7th day of July, 1986. AYES: Councilmembers Carter, Dahl , Gard, Johannessen, & Fulton NOES : Councilmembers None ABSENT: Councilmembers None ABSTAIN: Councilmembers None ETHEL A. NICHOLS, City Clerk, City of Redding, Shasta County, California By e?.. ® ,lGlNA N 1110 • $3,240,000 CITY OF REDDING IMPROVEMENT REFUNDING BONDS REASSESSMENT DISTRICT NO. 86-2 UPPER CHURN CREEK/HARTNELL AVENUE/HENDERSON ROAD (SHASTA COUNTY, CALIFORNIA) BOND PURCHASE AGREEMENT July 7, 1986 City Council City of Redding Council Chambers Building 1313 California Street Redding, California 96001 Ladies and Gentlemen: Miller & Schroeder Financial, Inc. (the "Underwriter") hereby coffers to purchase from the City of Redding (the "Issuer") upon the terms and conditions hereinafter specified, $3,240,000 aggregate principal amount of the Issuer's Improvement Refunding Bonds, Reassessment District No. 86-2, Upper Churn Creek/Harnell Avenue/Henderson Road (Shasta County, California) (the "Bonds")onds") to be issued by the Issuer under and pursuant to Resolution No. 86-161 of the Issuer (the "Resolution"). The Bonds are described in an Offering Memorandum dated on or about July 22, 1986. If and when accepted by both of Ibrou, this document shall constitute our Bond Purchase Agreement (the "Agreement"). The net proceeds of the Bonds will be used, together with other funds of the Issuer, to refund certain of the Issuer's previously issued assessment bond (the "Refunded Bonds"). Principal of and interest on the Bonds will be paid from a pledge of the unpaid reassessments levied against property in the assessment districts. 1. Representations of the Issuer. The Issuer hereby represents, warrants and agrees that both at the date hereof and at the date of closing that: (a) The Issuer is a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds constituting Division 11.5 of The Streets and Highway Code of the State of California (the "Act"). The Issuer is - 1 - • authorized to issue the Bonds pursuant to the Act, and to pledge as security for the Bonds the unpaid reassessments. (b) To the best of its knowledge the Issuer has complied with all provisions of California law, including the Act, in connection with the authorization and issuance of the Bonds, and has full power and authority to adopt the Resolution and to execute and deliver this Agreement, and the Bonds and any and all other agreements relating thereto and to carry out the terms thereof. (c) The Resolution has been duly and validly adopted. This Agreement when executed and delivered as contemplated by this Agreement, will have been duly and validly authorized, executed and delivered, will be in full force and effect and will be valid and binding obligations of the Issuer enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally. This Agreement shall be in the form heretofore submitted to us and approved by us with only such changes as agreed to by us. (d) The Issuer has duly authorized all necessary action to be taken by it for (i) the authorization, issuance and sale of the Bonds upon the terms set forth herein and in the Resolution; (ii) the execution and delivery by it of the Resolution providing for the issuance of and security for the Bonds and the pledge by the Issuer of unpaid reassessments sufficient to pay the interest on the Bonds and appointing the Trustee as trustee, pay agent and Bond registrar under the Resolution; and (iii) the execution, delivery, receipt1 and due performance of this Agreement, the Bonds, the Resolution and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby. Executed counterparts of the Resolution and this Agreement will be delivered by the Issuer at the Closing Time as hereinafter defined. (e) The Bonds when issued, delivered and paid for as provided herein and in the Resolution, will have been duly and validly authorized and issued and will constitute valid and binding obligations of the Issuer in accordance with their terms, entitled to the benefits and security of the Resolution. (f) The information relating to the Issuer in the Official Statement is correct, and such information relating to the Issuer does not contain any untrue statement of a material fact. (g) The Issuer will cause the proceeds from the sale of the Bonds to be paid to the Trustee as specified in the Resolution. So long ilas any of the Bonds are outstanding and except as may be authorized by the Resolution, the Issuer will not issue or sell any bonds or other obligations, other than the Bonds sold hereby and additional bonds, if - 2 - • any, permitted to be issued and sold as provided in the Resolution, which are secured by the unpaid reassessments will be issued only as permitted by the Resolution. (h) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board, or body pending or to the knowledge of the Issuer, threatened against or affecting the Issuer (or any basis therefor) wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Bonds, the Resolution, this Agreement or the transactions contemplated thereby, or the tax exempt status of the Bonds. (1) The adoption of the Resolution and the execution and delivery of this Agreement, the Bonds, and the other agreements contemplated hereby and by the Offering Memorandum, and the substantial compliance with the provisions thereof, will not conflict with or result in a material breach of any of the terms and provisions of, or constitute a material default under, any existing law, court or administrative regulation, decree or order, or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is or may be bound. (j) Any certificates signed by an authorized officer of the Issuer and delivered to the Underwriter at closing shall be deemed a representation and warranty by the Issuer to the statements made therein. 2. Purchase, Sale and Delivery of the Bonds. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriter agrees to purchase at the, Closing Time and at the Closing Date (as hereafter defined), from the Issuer, and the Issuer agrees to sell to the Underwriter, the total principal amount of the Bonds at a purchase price of $3,149,280-plus interest accrued from the date of the Bonds to the Closing Date. Payment for the Bonds shall be made to the Issuer or its order in same day funds by a wire transfer of those funds at the offices of the City Treasurer, or some other mutually agreeable place at ten o'clock a.m. prevailing time on July 22, 1986, or at such other date, time and place agreedupon by appropriate officers of the Issuer and the Underwriter against delivery of the Bonds to the Underwriter. The date of such payment and delivery is herein called the "Closing Date" and the hour and date of such delivery and payment is herein called the "Closing Time". The Bonds will be delivered in fully registered form,, bearing CUSIP numbers (provided neither the printing of a wrong number nor the failure to print a number shall constitute cause to refuse delivery of any Bond). 3. Covenants of the Issuer. The Issuer shall: (a) if requested, cooperate in qualifying the Bonds for offer and sale under the Blue Sky laws of states designated by the Underwriter; - 3 - (b) at the Underwriter's request, take any action reasonably necessary to assure or maintain the tax-free status of the Bonds under the Internal Revenue Code of 1954, as amended; (c) if, at any time for a period of ninety (90) days after the date of the Offering Memorandum, an event pertaining to the Issuer stall have occurred as a result of which it is necessary to amend or supplement the Offering Memorandum or to make the statements therein not untrue nor misleading or to make the Offering Memorandum comply with any state Blue Sky law, and the Issuer shall have received actual notice of such event, the Issuer will notify the Underwriter promptly thereof and cooperate with the Underwriter in preparing an appropriate amendment or a supplement that will correct the statements in the Offering Memorandum in order to Make the statements therein not untrue or misleading; and (d) refrain from taking any action, or permitting any action to be taken with regard to which the Issuer may exercise control, that results in the loss of the tax-free status of the interest on the Bonds. 4. Conditions of Underwriter's Obligations. The obligations of the Underwriter to purchase and pay for the Bonds are subject to the following conditions: (a) The representations and warranties of the Issuer contained herein shall be true and correct as of the date hereof and the Closing Date. (b) At the Closing Date the Issuer shall have performed all of its obligations hereunder theretofore to be performed. (c) At the Closing Date, there shall be delivered to the Underwriter: (i) one or more opinions of Sturgis, Ness, Brunsell & Sperry, Bond Counsel, in form and substance satisfactory to the Underwriter, covering usual and customary matters; and (ii) an opinion of the Issuer's counsel, addressed to the Underwriter and Bond Counsel in form and substance satisfactory to the Underwriter. In rendering the above opinions, counsel may rely upon customary certificates. - 4 - • (d) The Bonds and this Agreement, in substantially the forms existing on the date hereof, with such changes therein as may be mutually agreed upon by the parties thereto and the Underwriter, shall have ben duly authorized, executed and delivered by the respective parties, thereto and such agreements and the Resolution shall be in full force and effect on the Closing Date. (e) All proceedings and related matters in connection with the authorization, issue, sale and delivery of the Bonds shall have been satisfactory to Bond Counsel and counsel for the Underwriter, and such counsel shall have been furnished with such papers and information as they may have reasonably requested to enable them to pass upon the matters referred to in this subparagraph. (f) The Issuer shall have furnished or caused to be furnished to the Underwriter on the Closing Date certificates satisfactory to the Underwriter as to the accuracy of its representations and warranties contained herein as of the date hereof and as of the Closing pate and as to the performance by its of its obligations hereunder to be performed at or prior to the Closing Date. (g) The offer and sale of the Bonds shall be exempt from registration under the Securities Act of 1933, as amended; the Bonds and underlying securities shall constitute "municipal securities" within the meaning of the Securities Exchange Act of 1934, as amended; and the Indenture and related security instruments shall be exempt from qualification under the Trust Indenture Act of 1939, as amended. All proceedings taken at or prior to the Closing Date in connection with the authorization, issue and sale of the Bonds shall be satisfactory in form and substance to the Underwriter and counsel to the Underwriter, and the Underwriter and counsel to the Underwriter shall have been furnished with all such documents, ertificates and opinions as the Underwriter and counsel to the Underwriter may request to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenants of the Issuer, or the compliance with any of the conditions herein contained. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Underwriter and to counsel for the Underwriter, as to which both the Underwriter and such counsel shall act reasonably. If any conditions of the Underwriter's obligation hereunder to be satisfied prior to the Closing Date are not so satisfied, this Agreement may be terminated by the Underwriter by notice in writing or by telegram to the Issuer. The Underwriter may waive in writing compliance by the Issuer of any one or more of the foregoing conditions or extend the time for its performance. - 5 - i • 5. Indemnification. The Issuer will indemnify and hold harmless the Underwriter, and each person, if any, who controls the Underwriter, within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Underwriter and each such controlling personl, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities 9 actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement (or the Official Statement as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to tine stated therein or necessary in order to make the statements therein not misleading. Promptly after receipt by the Underwriter or any such controlling person of notice of the commencement of any action in respect of which indemnity may !Jr sought against the Issuer under this Section, such person will notify the Issuer in whiting of the commencement thereof, and, subject to the provisions hereinafter stated, the Issuer shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Underwriter or such controlling person, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may bye sought against the Issuer. The Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Issuer unless the employment of such counsel has been specifically authorized by the Issuer. The Issuer shall not be liable to indemnify any person for any settlement of any such action effected without its consent. This indemnity agreement will be in addition to any liability which the Issuer may otherwise have. The foregoing indemnity provisions shall only apply to information contained in the Offering Memorandum which the Issuer has supplied or which relates directly to the Issuer. To the same extent as the foregoing indemnity contained in this Section from the Issuer to the Underwriter and each person, if any, who controls the Underwriter, the Underwriter agrees to indemnify and hold harmless the Issuer and each person, if any, who controls the Issuer within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, but only with reference to written information furnished by the Underwriter specifically for use in the preparation of the Official Statement. In case any such claim shall be presented in writing or any action shall be brought against the Issuer based on the Official Statement, in respect of which indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the Underwriter shall have the right and duties given to the Issuer in the immediately preceding paragraph and the Issuer shall have the rights and duties given by the immediately preceding paragraph to the Underwriter. - 6 - a • 6. Offering by Underwriter. It is understood that the Underwriter proposes to offer the Bonds for sale to the public (which may include selected dealers) as set forth in the pffering Memorandum. Concessions from the public offering price may be allowed to selected dealers. It is understood that the initial public offering price and concessions set forth in the Offering Memorandum may vary after the initial public offering. It is further understood that the Bonds may be offered to the public at prices other than the par value thereof. The net premium on the sale of th'e Bonds, if any, shall accrue to the benefit of the Underwriter. The Issuer hereby confirms the authority and use by the Underwriter of the Offering Memorandum. 7. Representations, Warranties and Agreements to Survive Delivery. The representations, warranties, indemnities, agreements and other statements of the Issuer and the Underwriter or their officers set forth in, or made pursuant to, this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Issuer or the Underwriter or any controlling person and will survive delivery of and payment for the Bonds. 8. Payment of Costs and Expenses. All costs and expenses incident to the execution and performance of this Agreement and to the sale and delivery of the Bonds to the Underwriter, including, but not limited to: (1) the fees and expenses of the Issuer's counsel; (ii) the fees and expenses of the Issuer's accountants; (iii) the fees and expenses of Bond Counsel; and (iv) all costs and expenses incurred in connection with the preparation and printing of the Bonds shall be payable by the Issuer, or, if available, from Bond proceeds. 9. Termination of Agreement. The Underwriter shall have the right to terminate this Agreement and thereupon be relieved of its obligations hereunder to purchase the Bonds, by written notice or by telegram to the Issuer, of its election so to do between the date hereof and the Closing Date, if at any time hereafter and prior to the Closing Date: (a) legislation shall be introduced, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate, or recommendep to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, shall be rendered, ori a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the - 7 - • • • purpose or effect of imposing Federal income taxation, or any other event shall have occurred which results in the imposition of Federal income taxation, upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (b) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (c) legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, • or the Trust Indenture Act of 1939, as amended and as then it effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby or by the Official Statement; (d) any event shall have occurred, or information become known, which, in the Underwriter's opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains an untrue, incorrect or misleading statement of a!material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (f) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any U material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; - 8 - ;, • • (g) trading in securities on the New York Stock Exchange or the American Stock Exchange shall have been suspended or limited or minimum prices have been established on either such exchange; (h) a general banking moratorium shall have been established by Federal or applicable State authorities; (i) a default shall have occurred with respect to the obligations of, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the Unitedd States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state; (j) any action shall have been taken by any government in respecct of its monetary affairs which, in the opinion of the Underwriter, has a material adverse effect on the United States securities market; (k) a war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (1) a default shall ocur under any of the terms, conditions or • requirements of this Agreement; or (m) general political, economic and market conditions, in the sole judgment of the Underwriter, shall not be satisfactory to permit the sale of the Bonds. If this Agreement shall be terminated pursuant to Section 4 or this Section 9, or if the purchase provided for herein is not consummated because any condition to the Underwriter's obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Issuer to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer shall be unable to perform all of its obligations under this Agreement, the Issilier shall not be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Agreement. However, the Issuer shall remain liable to the extent provided in Section 8 hereof, if the Issuer should terminate the financing contemplated hereby, and the Issuer shall play all of the costs and expenses incurred by the Underwriter in contemplation of the performance by its of its obligations hereunder, including, but not limite°d to, all fees and expenses specified in Section 8 hereof, as well as all traveling expenses and postage, telegraph and telephone charges. 10. Notice and Governing Law. All communications hereunder shall be in writing and, except as otherwise provided, shall be delivered at, or mailed or telegraphed to, the following addresses: - 9 - I. • - • If to the Underwriter: Miller & Schroeder Financial, Inc. 50 California Suite 2545 San Francisco, California 94111 If to the Issuer: City Council City of Redding Council Chambers Building 1313 California Street Redding, California 96001 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the Underwriter the Issuer and, to the extent expressed, any person controlling the Issuer or the Underwriter and their respective executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser, as such, from the Underwriter of the Bonds. 12. Time. Time shall be of the essence of this Agreement. 13. Counterparts. This Agreement may be executed in any number of counterparts. If the foregoing is in accordance with your understanding of the Agreement, ikndly sign and return to us the enclosed duplicate copies hereof, whereupon it will become a binding agreement between the Issuer and the Underwriter in accordance with its terms. Very truly yours, MILLER & SCHROEDER FINANCIAL, INC. /7/: 7 I_ 'i-,/ By: Its Vice President ATTEST: , Confirmed and accepted as of the date first above written. X11 . ' .�_.,r CITY OF REDDING A " f ' / , � �� �{, Ethel A. Niicho C1ty ler r / FOR „A ,-, u } ' Its: Lee D. ul ton, Mayor ,GULL CITY LEGM DEPT. - 10 - 1