HomeMy WebLinkAboutResolution 90-126 04/16/1990.~ .
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Resolution No. 90-126 N.C.S.
of the City of Petaluma, California
RESOLUTION ORDERING SALE OF SERIES 1990-A BONDS
SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22
The City Council of the City of Petaluma resolves:
The City Council accepts the offer of MARK PRESSMAN
ASSOCIATES (attached to this resolution and by reference
incorporated in it) to purchase all of the improvement bonds to be
issued in Southpoint Business Park Assessment District No. 22,
Series 1990-A, City of Petaluma, Sonoma 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.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) ~4~}g~n~d;~l) meeting fO~
on the ....1.6-th---•----... day of .............Apzil..:....-.-......................., 19.9.0.., by the
following vote : -.--. .--.-.
Ci y Attorney
AYES: Tencer, Woolsey, Cavanagh, Balshaw, Vice Mayor Sobel, Mayor Hilligoss
NC+ES: 0
ABSENT:
ATTEST:
CA IO-85
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...---y.....:... ...................C
Ma or
(,buncil File..._ n...............................
Res. No. ..........90. .1.2.6.. N.C.S.
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1vIAItK PI~ESSIi~IAN ASS®CIATES
Investment )Banking
250 Montgomery Street, .Suite 1200
San Francisco, CA 94104 ~~,v~®
FAX: (415) 421-0755 ~~
(415) 421-7300 QRd 5199
p' ass NE ~apv
g~S~yM6 ~,1` & ~P
April 16, 1990
The Honorable City Council
City of Petaluma
Petaluma, California 94952
Re: Southpoint Business Park Assessment District No. 22, Series A
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
Petaluma (the "City") pursuant to the provisions of the Municipal Improvements Act of 1913 and the
Improvement Bond Act of 1915, Division 10 of the California Street and Highways Code to represent the
cost of improvement bonds in the Southpoint Business Park Assessment District No. 22, Series A (the
"District").
Amount of Bonds: $2,805,000.00
Form of Bonds: Registered bonds to lie issued serially. Bond denominations in multiples of $5,000
or any integral thereof up to $100,000, except that one bond may contain any odd
amount.
First Interest Payment
and Maturity Schedule: The first interest payment on the Bonds shall be September 2, 1990, with
principal payments commencing September 2, 1992, and annually thereafter as
specified below:
1992 $115,000.00
1993 125,000.00
1994 135,000.00
1995 140,000.00
1996 155,000.00
1997 165,000.00
1998 175,000.00
1999 190,000.00
2000 200,000.00
2001 225,000.00
2002 240,000.00
2003 260,000.00
2004 280,000.00
2005 400,000.00
Price: 98.25% of par value plus accrued interest.
Term: 15 years from September 2,1990.
Net Interest Cost: %
Mailing Address: P. O. Box 26690, San Francisco, CA 94126
City Council;
City of Petaluma.
April 15, 1990
Page Two,
Interest Rates: 1992.
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003'
2004
2005
%.
Date oEBonds and
Closing pate: Apri130; 1990.
YY
Foreclosure Clause: S otenorrCourt"tOocfobeclose the lien of ;the City shall file an action,n the.. ,-
p each delinquent assessment if the sum of l `~
uncured assessment delinquencies,:for the preceding.fiscal yearexceeds five
percent .(5%) of the assessment :installments posted to the taz 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").
Reserve Fund: The City shall.esfablish aReserve Fund. in the amount of five percent (5:0,%) of the.
bond.par value. In our view, it is reasonably required for this:issue; and vital to the
markefing 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.
mazinum:allowed by law and' earnings ab"ove that'amount will be credited to the
Redemption Fund to be appled'to debt service.
Redemption Premium: 3%.of unmatured principal on thirty (30) days r-otiee to bondholders.
Payng:A'gent
and Registrar: Bank of America National Trust: and' Savings Association, San Francisco, California.
No Litigation: A no .litigation certificate of the City shall accompany the Bonds at delivery.
Legal Opinionr The opinion of'Sturgis; Ness, Brunsell & Sperry, Emeryville, .California,
without. qualification and without. expense to the Underwriter as to ,the' legality of
the proceedings ~lcading to the issuance of the :Bonds and as #o the federal. and state
tax status of the. Bonds: Such opinion;=dated as~of the Closing Date; to be printed on
the "Bonds whenissued.
Conditions •Precedent: The obligation of the UnderwriEer 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:
(a )' The City shall have delivered or caused tq have been delivered #o the Underwriter
prior to the execution of this Purchase Contract or the first sale of the Bonds,
"whichever first occurs,. copies of thee: Draffi Official Staternenk~da#ed April 16, 1990
-relating to the Bonds (the "Draft- Official''Statement") deemed. final by the City for
purposes of Rule 15c2-12 under. the SecuritiesEzchange Act" of .1934 (the "Rule") and
to satisfy Municpal.Securifies Rulemaking Board (the."MSRB"),`Rule
City Council
City of. Petaluma
April 16,,1990
Page Three
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~ lie Underwriter, a final Of€icial Statement, ;execufed 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. fo be
omitted by paragraph (b)(1) of the .Rule •and with such other' amendments or
supplements as s11a11,haVe been .approved by the Cify 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.-shall be in full: force. and effect; and' shall not have been ,a_mended,
modified or supplemented except:. as m_ay have been 'agreed in writing liy the
Underwriter, and there shall 'have been taken in connection. wherewith, 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 whe City, shall. be necessary and
appropriate;
(e) Between -the datehereof and the .closing date,. the market price or .marketability of
the .BOnds• at'th"e inifial offering prices set forth in •the Official Statement shall not
have been adversely affected in a maferal way, in the judgment of the
Underwriter (evidenced by, a written notice to: the City terminating the obligation
of the Underwriter to aecepf delivery of and pay for the.. Bonds) by reason of any of
the .following:
(1J 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 Constitiztion~ 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 upgn,
the interest as would be received by the owners of the Bonds;
(2) Legislation enacted (or resolution. passed) by the Congress of the United
States of. America,. or an order;.. decree: or injunction°issued byany 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
ggvernmental' agency having. jurisdiction of the .subject matter.,. to the
.effect 4hat obligations of the •general character of the Bonds, or .the
Bonds, including anyor all`underlying arrangements, are not exernptfrom
registration under or other requirements 'of the Securities Act of 1933,• as
amended, or that the Resolution is:not exempt,from qualificaton,under or
other requirements of the Trust Indenture,Act of 1939, as amended, or. hat
City Council
City of Petaluma
April 16 1990
Page Four
the issuance,.. offering, or sale of obligations of the. general character of. the.
Bonds, or of-the Bonds, including any or :all underwr'ifing arrangements,,as
contemplated hereby or by the Official. Statement or otherwise ;is; or
woul`"d be,: in-violation of fihe federal securities laws.asamended and then
in effect;
(3) Any amendment to the Federal or California Constitution or action by any
.Federal or California court, ,legislati;ve body; or other auth'ority'
mater-ially adversely affecting 'tlie 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. contempla#ed by the Resolution and the 'Official
Statement;
(4) Anyevenf occurring; or informationbecoming 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`; or
(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.,
Limited Obligation: TheBonds~shall be "'limited obligations" of the City; pursuant to., section'8769(b) of
the California Streets and Highway Code, "secured only by the ,property assessed in
these. proceedings with no City financial.responsibility'for bond'deb't service.
City Covenant: The City shall .covenant in the Resolution', to take. any action within its powers to
maintain, the tax-exempt status of the Bonds:
Place of Delivery:. At the office of'the Underwriter, 250 Montgomery St., Ste. 1'200, San Francisco,
California.
'Time Hof"Delivery:; Not later than; 48 hoursafter the City notifies; the undersigned #hat the Bonds:are
ready for delivery. If the subject. Bondsuare not available for delivery by'5:00 pm. on
the aforementioned delivery date; !the Inderwriter reserves the right fo renegotiate
the, price and/or the rate of interest:
Expiration: This offer expires at'noon on April 17th, 1990:
Very°truly yours;
MARK PRESSMAN ASSOCIATES
Nadine McKinney Lee
Mark Pressman