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HomeMy WebLinkAboutReso. 1984 - 128 - Resolution ordering sale of bonds assessment district no.1984-3 • • RESOLUTION NO. E7 '/-t- se RESOLUTION ORDERING SALE OF BONDS ASSESSMENT DISTRICT NO . 1984-3 , CHURN CREEK ROAD/HIGHWAY 44 OVERPASS The City Council of the City of Redding resolves: The City Council accepts the offer of BOETTCHER & COMPANY, INC ., (attached to this resolution and by reference incorporated in it) , to purchase all of the improvement bonds to be issued in Assessment District No . 1984-3 , Churn Creek Road/Highway 44 Overpass, City of Redding, Shasta County, California . 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 an adjourned regular meeting thereof, held on the 25th day of June, 1984 . AYES: Councilmembers Fulton, Pugh, & Kirkpatrick NOES: Councilmembers None ABSENT: Councilmembers Demsher and Gard ETHEL A. NICHOLS , City Clerk , City of Redding, Shasta County, California BY Za ORIGINAL �' • BOND PURCHASE AGREEMENT Relating To $1, 617,239.55 CITY OF REDDING (Shasta County, California) Churn Creek Road/Highway 44 Overpass Assessment District No. 1984-3 ( Improvement Bond Act of 1915 ) June 25, 1984 City of Redding 760 Parkview Drive Redding, California 96001 Ladies and Gentlemen: The undersigned (the "Underwriter" ) offers to enter into the following agreement with the City of Redding, California (the "City" ) , which, upon written acceptance of this offer by the City, will be binding upon the City and upon the Underwriter. This offer is made subject to such written acceptance on or before 5 : 00 p.m. , California time, on June 25, 1984, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to such acceptance. 1 . Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriter, the $1, 617,239 .55 aggregate principal amount of City of Redding Churn Creek Road/Highway 44 Overpass Assessment District No. 1984-3 local improvement bonds issued under the provisions of the Improvement Bond Act of 1915 (hereinafter called the "Bonds" ) . The Bonds shall be dated July 2 , 1984, and shall have the maturities and bear interest from their date, payable on the dates and at the rates set forth in the Resolution (as hereinafter defined) . The purchase price for such Bonds shall be $1, 520,205 . 18, plus accrued interest on such Bonds from July 2 , 1984, to the date of the payment and delivery of the Bonds pursuant to Paragraph 6 hereof (such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery being herein sometimes called the "Closing" ) . The Preliminary Official Statement, dated June 19, 1984, including the cover page and Appendices thereto, relating to the Bonds (the "Preliminary Official Statement" ) , as amended to conform to the terms of this Bond Purchase Agreement and with such changes and amendments to the date hereof is here- inafter called the "Official Statement. " 2 . The Bonds. The Bonds shall be as described in, and shall be issued and secured under the provisions of Resolu- tion No. 84-128 adopted by the City on June 25, 1984 (the "Resolution" ) . The Bonds shall be payable and shall be sub- ject to redemption as provided in the Resolution. 3 . Offering. It shall be a condition to the City' s obligations to sell and deliver the Bonds to the Underwriter and to the Underwriter' s obligations to purchase, to accept delivery of and to pay for the Bonds, that the entire princi- pal amount of the Bonds authorized by the Resolution shall be issued, sold and delivered by the City and purchased, accept- ed and paid for by the Underwriter at the Closing. The Un- derwriter agrees to make a bona fide public offering of all of the Bonds, at not in excess of the initial public offering price or yield set forth on the cover page of the Official Statement, plus interest accrued thereon from the date of the Bonds, which price or yield may be changed from time to time by the Underwriter after the initial public offering. 4. Use of Resolution. The City hereby authorizes the use by the Underwriter of the Resolution and the information therein contained, in connection with the public offering and sale of the Bonds . 5 . Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees as follows : (a) The City is a municipal corporation duly or- ganized and validly existing under the laws of the State of California and has, and at the date of the Closing will have, full legal right, power and authority (i ) to enter into this Bond Purchase Agreement and adopt the Resolution (ii ) to sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii ) to carry out and consummate the transactions contemplated by this Bond Purchase Agreement; 2 • (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Bonds, the Resolution and this Bond Pur- chase Agreement, and the consummation by it of all other transactions contemplated by this Bond Purchase Agreement; the Resolution and this Bond Purchase Agreement constitute legal, valid and binding obligations of the City enforceable in accordance with the terms thereof, subject to the provi- sions of bankruptcy or other similar laws affecting credi- tors ' rights generally; the Bonds, when issued, authenticated and delivered in accordance with the Resolution, and sold to the Underwriter as provided in this Bond Purchase Agreement, will constitute legal, valid and binding obligations of the City entitled to the benefits of the Resolution and enforce- able in accordance with their terms, subject to the provi- sions of bankruptcy and other similar laws affecting creditor' s rights generally; (c) The City is not in breach of or default under any applicable constitutional provision, law or administra- tive regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or any of the property or assets of the City are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of the Bonds, this Bond Purchase Agreement, and the adoption of the Resolution, and compliance with the pro- visions on the City' s part contained therein, will not con- flict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or any of the prop- erty or assets of the City are otherwise subject, nor will any such execution, delivery, or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (d) All approvals, consents and orders of, or filings with, any governmental authority, legislative body, 3 • • board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under this Bond Purchase Agreement, the Resolution and the Bonds have been duly obtained, except for such approvals, consents and orders as are stated as yet to be obtained in the Official Statement or as may be re- quired under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; (e) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption "THE BONDS" ; (f) As of the date hereof there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the City, threatened against the City, affecting the corporate exis- tence of the City or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution or this Bond Purchase Agreement, or contesting the tax-exempt status of the Bonds, or contesting the powers of the City or any au- thority for the issuance of the Bonds, the adoption of the Resolution or this Bond Purchase Agreement, nor, to the best knowledge of the City, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution or this Bond Purchase Agreement; (g) The City will furnish such information, exe- cute such instruments and take such other action in coopera- tion with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, howev- er, that the City shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; 4 • S 6. Closing. At 10 :00 A.M. , Pacific Daylight Savings time, on July 12, 1984 or such other date as may be mutually agreed upon by the City and the Underwriter, the City will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter in definitive form, duly executed by its authorized officer, and the City will deliver to the Under- writer the other documents hereinafter mentioned, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof by San Francisco Clearing House funds to the order of the City. Delivery and payment as aforesaid shall be made at the office of the Paying Agent, Bank of America NT & SA, 555 California Street, San Francis- co, California, or such other place as shall have been mutu- ally agreed upon by the City and the Underwriter. The Bonds shall be printed or lithographed on steel engraved borders, shall be prepared and delivered as Bonds registered in such names as the Underwriter may request at least two business days prior to the date of Closing, and, if the Underwriter shall so request, shall be made available to the Underwriter at least one business day before the Closing, for purposes of inspection and packaging. 7. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the repre- sentations and warranties of the City 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 City of its obli- gations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter' s obliga- tions under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be condi- tioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instru- ments at or prior to the Closing, and shall also be subject to the following additional conditions : (a) The representations and warranties of the City contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) At the Closing Date, the Bonds, the Resolution and this Bond Purchase Agreement shall have been duly author- ized, executed and delivered by the respective parties there- to, in substantially the forms heretofore presented to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and said agreements, 5 • documents and instruments shall be in full force and effect and shall not have been amended, modified or supplemented except as shall have been agreed to in writing by the Under- writer; and the Underwriter shall have received, in appropri- ate form, ' evidence thereof; (c) The Underwriter shall have the right to termi- nate its obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing (i ) the marketabil- ity of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation enacted by the United States or by any deci- sion of any court of the United States or by any ruling or regulation ( final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Reve- nue Service or any other authority of the United States af- fecting the Federal tax status of the City, its property or income, or the interest on its obligations (including the Bonds ) (ii ) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency; (iii ) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by any authority of the United States, the State of New York or the State of California; or (iv) any amendment to the Constitution of the United States, any legislation enacted by the United States, any decision of any court of the United States, or any order, ruling, regulation or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, has the effect that obligation of the general charac- ter of the Bonds, or the Bonds including any underlying ar- rangements, are not exempt from the registration requirements of the Securities Act of 1933 , as amended; and (d) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents : (1 ) The Resolution, certified on the date of the Closing by the City Clerk under the seal of the City as hav- ing been duly adopted by the City and as being in effect, with such supplements or amendments as may have been agreed to in writing by the Underwriter. 6 • o . • (2 ) An unqualified opinion, dated the date of the Closing and addressed to the City, of Sturgis, Ness, Brunsell & Sperry, Bond Counsel for the City, in form and substance satisfactory to the Underwriter; (3 ) An opinion, dated the date of the Closing and addressed to the Underwriter, of Sturgis, Ness , Brunsell & Sperry, Bond Counsel for the City, to the effect that: (i ) the Underwriter may rely upon the opinion of Sturgis, Ness, Brunsell & Sperry, required by Paragraph (e) (2 ) above, to the same extent as if such opinion were addressed to it; (ii ) the City has duly adopted the Resolution, has duly authorized the execution and delivery of, and the performance of the obligations on its part contained in the Bonds, the Resolution and the Bond Purchase Agreement; the Resolution and the Bond Purchase Agreement constitute valid and binding obligations of the City, enforceable in accor- dance with their terms, subject to laws relating to bankrupt- cy, insolvency, reorganization or creditors ' rights generally and to the application of equitable principles if equitable remedies are sought; (iii ) the statements contained in the Official Statement under the captions "The Bonds" insofar as such statements purport to summarize certain provisions of the Bonds present a fair and accurate summary of such provisions; (iv) the Bonds are exempt from registration pursuant to the Securities Act of 1933 , as amended; and (4) Such additional legal opinions, instruments and other documents as the Underwriter or counsel to the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the representations and warranties of the City contained herein and the due performance or satisfaction by the City on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the City. All of the opinions, letters, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provi- sions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. 7 ` • • . • If the City shall be unable to satisfy the condi- tions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Under- writer, to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter, nor the City shall be under any further obligation hereunder, except that the re- spective obligations of the City and the Underwriters set forth in Paragraphs 8 and 10 hereof shall continue in full force and effect. 8 . Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay, any expenses inci- dent to the performance of the City' s obligations hereunder, including, but not limited to (i ) the cost of preparation and printing of the Bonds; (ii ) the fees and disbursements of Sturgis, Ness, Brunsell & Sperry, Bond Counsel; (iii ) the fees and disbursements of the paying agent and its counsel; (iv) the fees and disbursements of any engineers, accoun- tants, and other experts, consultants or advisers retained by the City; and (v) the fees, if any, for Bond ratings . (b) The Underwriter shall pay (i ) the cost of printing the Preliminary Official Statement and the Official Statement; (ii ) the cost of preparation of this Bond Purchase Agreement; (iii ) all advertising expenses in connection with the public offering of the Bonds; (iv) a policy of insurance issued by MBIA; and (v) all other expenses incurred by it in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by it. 9. Notices . Any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by delivering the same in writing at the respective addresses set forth above, and any notice or other communi- cation to be given to the Underwriter under this Bond Pur- chase Agreement may be given by delivering the same in writing to Boettcher & Company, 50 California Street, Suite 3350, San Francisco, California 94111. 10. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the City and the Under- writer (including the successors or assigns of the Under- writer) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the City contained in this Bond Purchase Agreement shall remain operative and in full force 8 • , . • • • and effect, regardless of (i ) any irivest'igations..€made by or on behalf of the Underwriter; (ii ) delivery of and`.payment for the Bonds pursuant to this Bond Purchase`=Agreement; and (iii) any termination of this Bond Purchase ,Agreement. 11. Effectiveness. This Bond Purchase�Agreem`ent shall become effective upon the acceptance hereof by ` the'.^Trustee:; . and by the City Council of the City and shall be valid: and: enforceable at the time of such acceptance. 12 . Headings. The headings of the sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Very truly yours, ATTEST: BOETTCHER & COMPANY e i By th City Clerk 9 0, ( ( uorized Signature) Agreed and Accepted: This /3 day of July, 1984 CITY OF REDDING B y 1,ri ek G � Mayor 9