Loading...
Resolution 1991-10 ! . . RESOLUTION NO. 91-10 RESOLUTION ORDERING SALE OF BONDS COUNTRY ESTATES - PHASE I ASSESSMENT DISTRICT The City Council of the City of Gilroy resolves: The City Council accepts the offer of Mark Pressman Associates (attached to this resolution and by reference incorporated ~~ it) to purchase all of the improvement bonds t9 be issued in Country Estates - Phase I Assessment District. 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 and passed by the City Council of the City of Gilroy, California, at a regular meeting thereof held on the 19th day of February, 1991, by the following vote of the members thereof: AYES, and in favor, thereof, Councilmembers: GAGE, HALE, MUSSALLEM, NELSON, VALDEZ and HUGHAN. NOES, Councilmembers: None ABSENT, Councilmembers: KLOECKER ~ Clerk of the APPROVED RESOLUTION NO. 91 - 10 Oc ; ;f ~ .. ~ + Municipal Finance & Advisory Special Assessment. Mello.Roos, Marks.Roos, Certificates of Participation. Revenue Bonds & Notes City County District Schools Streets Sewers Water Landscapmg Sidewalks Curbs Gutters lighting Dramage Traffic Control Parkmg Meters Parks Public Safety Open Space Playgrounds Recreation Redevelopment Dredging Reciamatlon Refinancing Impact Fees Bridges Freeway Interchanges 'ARK PRESSMAN ASSOCIA.I Investment Banking 250 Montgomery Street, Suite 1200 San Francisco, CA 94104 FAX: (415) 421-0755 (415) 421-7300 ~ February 19, 1991 The Honorable City Council City of Gilroy Gilroy, California 95020 Re: Country Estates Phase I - Assessment District Series No. 91-1 Dear Members of the Council: MARK PRESSMAN ASSOCIATES (MPA), as managing underwriter (the "Underwriter") of the above referenced issue, hereby offers to purchase all, but not less than all, bonds to be offered by the City of Gilroy (the "City") pursuant to the provisions of the Municipal Improvements Act of 1913 and the Improvement Act of 1915, Division 10 of the California Street and Highways Code to represent the cost of improvement bonds in the County Estates - Phase I Assessment District, Series No. 91-1 (the "District"). Amount of Bonds: $4,030,000.00 Form of Bonds: Registered bonds to be issued serially. Bond denominations in multiples of $5,000 or any integral thereof up to $100,000. First Interest Payment and Approximate Maturity Schedule: The first interest payment on the Bonds shall be September 2, 1991, with principal payments commencing September 2, 1993, and annually thereafter as specified below: 1993 $ 175,000.00 2000 $285,000.00 1994 185,000.00 2001 305,000.00 1995 200,000.00 2002 330,000.00 1996 210,000.00 2003 355,000.00 1997 230,000.00 2004 385,000.00 1998 245,000.00 2005 415,000.00 1999 265,000.00 2006 445,000.00 Price: 98.40% of par value plus accrued interest. Term: 15 years. Net Interest Cost: 7.85878%. Mailing Address: P. O. Box 26690, San Francisco, CA 94126 ~- City Council City of Gilroy February 19, 1991 Page Two . . Interest Rates: 1993 6.20% 2000 7.60% 1994 6.45% 2001 7.70% 1995 6.70% 2002 7.80% 1996 6.90% 2003 7.85% 1997 7.10% 2004 7.90% 1998 7.30% 2005 7.95% 1999 7.50% 2006 8.00% Date of Bonds and Delivery Date: Foreclosure Clause: Reserve Fund: Redemption Premium: Paying Agent and Registrar: No Litigation: Legal Opinion: Conditions Precedent: March 13, 1991. Not later than October 1 in any year, the City shall file an action in the Superior Court to foreclose the lien of each delinquent assessment if the sum of uncured assessment delinquencies for the preceding fiscal year exceeds five percent (5%) of the assessment installments posted to the tax roll for that fiscal year, and if the amount of the special reserve fund is less than the Reserve Requirement as described in the Resolution Authorizing Issuance of Bonds (the "Resolution"). The City shall establish a reserve fund in the amount of eight and one- half percent (8.50%) of the bond par value. In our view, it is reasonably required for this issue, and vital to the marketing of the Bonds, that proceeds from the investment of monies in said reserve fund should be retained in said fund until the amount in said fund reaches the maximum allowed by law and earnings above that amount will be credited to the Redemption Fund to be applied to debt service. 3% of unmatured principal on thirty (30) days notice to bondholders. Bank of America, San Francisco, California. A no litigation certificate of the City shall accompany the Bonds at delivery. The opinion of Sturgis, Ness, Brunsell & Sperry, Emeryville, California, without qualification and without expense to the Underwriter as to the legality of the proceedings leading to the issuance of the Bonds and as to the federal and state tax status of the Bonds. Such opinion dated at the Closing Date to be printed on the Bonds when issued. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the following additional conditions: ~. City Council City of Gilroy February 19, 1991 Page Three . . (a) The City shall have delivered or caused to have been delivered to the Underwriter prior to the execution of this Purchase Contract or the first sale of the Bonds, whichever first occurs, copies of the Draft Official Statement dated February 19, 1991 relating to the Bonds (the "Draft Official Statement" deemed final by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") and to satisfy Municipal Securities Rulemaking Board (the "MSRB") Rule G-32 or any other rules adopted by the MSRB and approved for distribution by resolution of the City. Within seven business days from the date hereof, the City shall deliver to the Underwriter a final Official Statement, executed on behalf of the City by an authorized representative of the City and dated the date of delivery thereof to the Underwriter, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the City and the Underwriter (the "Official Statement"). The Draft Official Statement and the Official Statement, including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the "Official Statement." The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. (b) The Resolution and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented except as may have been agreed in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Sturgis, Ness, Brunsell & Sperry, Emeryville, California, Bond Counsel for the City, shall be necessary and appropriate; (c) Between the date hereof and the closing date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been adversely affected in a material way in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds) by reason of any of the following: (1) Legislation enacted (or resolution passed) by the Congress of the United States of America or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the owners of the Bonds; '" City Council City of Gilroy February 19, 1991 Page Four Limited Obligation: . . (2) Legislation enacted (or resolution passed) by the Congress of the United States of America, 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 notice issued or made by or on behalf of the Securities and Exchange Commission, or 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 of 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 the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is, or would be, in violation of the federal securities laws as amended and then in effect; (3) Any amendment to the Federal or California Constitution or action by any Federal or California court, legislative body, or other authority materially adversely affecting the tax status of the City, its property, income, securities (or interest thereon), validity or enforceability of the assessment or the ability of the City to construct or acquire the improvements as contemplated by the Resolution and the Official Statement; or (4) Any event occurring, or information becoming known which, in the judgment of the Underwriter makes untrue or misleading in any material respect any statement or information contained in the Official Statement concerning the City, the improvement project, the landowners, or the property assessed. (5) Any calamitous act of God such as flooding, land movement, or other which directly or indirectly affects the value of the property assessed and/ or the security of the Bonds. (6) The declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States. (7) 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. The Bonds shall be "limited obligations" of the City, secured only by the property assessed in these proceedings with no City financial responsibility for bond debt service. . City Council City of Gilroy February 19, 1991 Page Five City Covenant: Place of Delivery: Time of Delivery: Expiration: MBL:MP /pat . . ~... . The City shall covenant to take any action within its powers to maintain the tax-exempt status of the Bonds. To be arranged. Not later than 48 hours after the City notifies the undersigned that the Bonds are ready for delivery. If the subject Bonds are not delivered by 5:00 p.m. on the aforementioned delivery date, the Underwriter reserves the right to renegotiate the price and/or the rate of interest. This offer expires at noon on February 20, 1991. Very truly yours, MARK PRESSMAN ASSOCIATES , Mark Pressman