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HomeMy WebLinkAboutCC RESO 15,055RESOLUTION NO. 15,055 A RESOLUTION OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO ENTER INTO A PURCHASE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY, THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY, AND STONE & YOUNGBERG WHEREAS, in 1982 pursuant to and in accordance with applicable laws of the State of California, the Parking Authority of the City of National City acquired certain real property and caused to be constructed thereon, for lease back to the City for the use of the City, a public parking facility, together with landscaping, utilities and appurtenant and related facilities therefor, commonly known as the Plaza Bonita Parking Facilities Project; and WHEREAS, the Authority duly issued its bonds, designated the "Parking Authority of the City of National City 1982 Lease Revenue Bonds" in the aggregate principal amount of eight million four hundred ten thousand dollars ($8,410,000), and used the proceeds of the Bonds to pay for the construction of the Project; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority and the City and the residents of the City to defease the Bonds through the sale and delivery of refunding certificates of participation evidencing and representing proportionate interests of the registered owners thereof in the base rental payments to be paid by the City to the Authority under and pursuant to the Project Lease; and WHEREAS, the Authority and the City have agreed that the proceeds of such refunding certificates of participation shall be used (together with other available funds) to defease the outstanding Bonds; and WHEREAS, the City and the Authority desire to sell and Stone & Youngberg, as Underwriter, desires to buy and offer to the public such refunding certificates that are lawfully authorized to be sold. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City that the Mayor is authorized to enter into a Purchase Agreement between the City of National City, the Parking Authority of the City of National City, and Stone & Youngberg. PASSED and ADOPTED this 19th day of August, 1986. ATTEST: Ione Campbell, Cit r APPROVED AS TO FORM: l-� George H. Eiser, III -City Attorney PURCHASE AGREEMENT RELATING TO $8,080,000 REFUNDING CERTIFICATES OF PARTICIPATION (Plaza Bonita Parking Facilities Project) dated as of August 1, 1986 between THE CITY OF NATIONAL CITY, CALIFORNIA and THE PARKING AUTHORITY OF THE CITY OF NATIONAL CITY" and STONE & YOUNGBERG and acknowledged by FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE PURCHASE AGREEMENT Refunding Certificates of Participation (Plaza Bonita Parking Facilities Project) THIS AGREEMENT, made and entered into as of this 20th day of August, 1986, by and between the City of National City, California, a municipal corporation, duly organized and existing under the laws of the State of California ("City"), the Parking Authority of the City of National City, a public body, corporate and politic, duly organized under the Constitution and the laws of the State of California (the "Authority"), and Stone & Youngberg, a partnership duly organized and existing under lawsof said State (the "Underwriter") and acknowledged by First Interstate Bank of California, as Trustee; W•ITNESSETH: WHEREAS, in 1982 pursuant to and in accordance with applicable laws of the State of California, the City leased certain real property owned by it to the Authority upon the condition that the Authority construct thereon, for lease back to the City for the use of the City, a public parking facility, together with landscaping, utilities and appurtenant and related facilities therefor, commonly known as the Plaza Bonita Parking Facilities Project (the "Project"); and WHEREAS, the Authority duly issued its bonds, designated the "Parking Authority of the City of National City 1982 Lease Revenue Bonds" (the "Bonds"), in the aggregate principal amount of eight million four hundred ten thousand dollars ($8,410,000), and used the proceeds of the Bonds to pay for the construction of the Project; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority and the City and the residents of the City to defease the Bonds through the sale and delivery of refunding certificates of participation evidencing and representing proportionate interests of the registered owners thereof in the.base rental payments to be paid by the City to the Authority under and pursuant to the lease of the Project from the Authority to the City; and WHEREAS, the Authority and the City have agreed that the proceeds of such refunding certificates of participation shall be used (together with other available funds) to defease the outstanding Bonds, through an Escrow Agreement (the "Escrow Agreement") by and among the Authority, the City and the fiscal agent for the Bonds; and -1- WHEREAS, the City and the Authority desire to sell and the Underwriter desires to buy and offer to the public such refunding certificates that are lawfully authorized to be sold; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: Section 1. Obligation to Purchase. The Underwriter agrees to purchase, and the City and the Authority agree to cause the Trustee to authorize, sell, execute and deliver $8,080,000 aggregate principal amount of Refunding Certificates of Participation (Plaza Bonita Parking Facilities Project), dated August 1, 1986 (the "Certificates") in the annual principal amounts and at the annual interest rates set forth in Exhibit A, incorporated herein by reference, and as described in the Trust Agreement relating to the Certificates by and among the Authority, the City and the Trustee executed and entered into as of August 1, 1986 (the "Trust Agreement") and the Preliminary Official Statement, as amended and supplemented by the Final Official Statement, relating to the Certificates, including the Appendices thereto (the "Official Statement") subject to the conditions set forth in this Purchase Agreement. The Underwriter shall not be under any obligation under this Purchase Agreement to purchase less than all of the Certificates. The Certificates are not a debt of the City, the Authority, the State of California, or any of its political subdivisions, and neither the City, the Authority, the State, nor any of its political subdivisions, is liable thereon. Section 2. Purchase Price. The purchase price of the Certificates shall be $7,946,680 plus accrued interest from August 1, 1986 to the date of delivery thereof. The good faith check in the amount of $50,000, which has been tendered herewith to the City, shall be returned to us at the Closing. In the event that the Underwriter terminates this Purchase Agreement pursuant to Section 8 hereof, the City shall return such check to the Underwriter. In the event the Underwriter fails (other than for a reason permitted hereunder) to accept delivery and pay for the Certificates as herein provided, such check shall be retained by the City as and for full liquidated damages for such failure and for any default hereunder on the part of the Underwriter and neither party hereto shall have any further rights against the other hereunder. Section 3. Delivery of and Payment for the Certificates. The Closing shall take place on August 27, 1986 in San Francisco, California, or at such other time and place as may be mutually agreeable to the Authority, the City, and the Underwriter. At the Closing, the Trustee shall deliver the Certificates to the Underwriter in definitive form, duly executed, together with the other documents hereinafter mentioned, against delivery of immediately available funds to the order of the Authority in the amount of the purchase price, plus accrued interest from August 1, 1986 to the date of . delivery. -2- Section 4. The Certificates. The Certificates shall be delivered under the provisions of the Trust Agreement. The Certificates shall be in registered form, in denominations of Five Thousand Dollars ($5,000) or in integral multiples thereof and shall be made available to the Underwriter for checking in San Francisco or Los Angeles, California, at least one business day prior to the Closing. Section 5. Representations and Warranties of the Authority. The Authority represents and warrants to the Underwriter that: (1) The Authority is a public body, corporate and politic, duly organized and in good standing under the Constitution and laws of the State of California and has all necessary power and authority to adopt and perform its obligations under the Trust Agreement and this Purchase Agreement. (2) The Authority is duly authorized to enter into the Trust Agreement, the Escrow Agreement and this Purchase Agreement, and, when executed and delivered, the Trust Agreement, the Escrow Agreement and this Purchase Agreement will constitute legal, valid and binding obligations of the Authority in accordance with their respective terms. (3) The execution and delivery of this Purchase Agreement, the Trust Agreement, the Escrow Agreement and the Certificates and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Authority's duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the Authority is subject to or by which it is bound. (4) To the best knowledge of the Authority, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Authority or the City to restrain or enjoin the execution or delivery of the Certificates, or in any way contesting or affecting the validity of this Purchase Agreement, the Escrow Agreement, the Certificates or the Trust Agreement, or contesting the powers of the Authority to enter into, perform its obligations under any of the foregoing. (5) The information contained in the Official Statement dated August 20, 1986, is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Section 6. Representations and Warranties of the City. The City represents and warrants- to the Underwriter that: (1) The City is a municipal corporation duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to acknowledge this Purchase Agreement. -3- (2) To the best knowledge of the City, the execution and delivery of this Purchase Agreement, the Trust Agreement, and the Escrow Agreement by the City and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Authority's duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the Authority or the City is subject to or by which they are bound. (3) To the best knowledge of the City, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the Authority or the City to restrain or enjoin the issuance or delivery of the Certificates, or in any way contesting or affecting the validity of this Purchase Agreement, the Escrow Agreement, the Trust Agreement, the Certificates or contesting the powers of the City or the Authority to enter into or perform its obligations under any of the foregoing. (4) The information contained in the Official Statement dated August 20, 1986 is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Section 7. Conditions Precedent to Closing. Conditions precedent to the Closing (to be satisfied in form and substance satisfactory to Underwriter) are as follows: (I) Execution and delivery of the Certificates, the Trust Agreement, the Escrow Agreement, and this Purchase Agreement in form and substance acceptable to Orrick, Herrington & Sutcliffe ("Special Counsel"). (2) Opinion, dated the date of Closing, of Special Counsel, that if the Tax Reform Act of 1986 is enacted in the form approved by the Conference Committee of August 16, 1986, interest with respect to the Certificates will be exempt from income taxation by the United States of America. (3) Opinion, dated the date of Closing, of Special Counsel, to the effect that, based upon their participation in the preparation of the Official Statement, but without undertaking an independent investigation, the Official Statement (except as to financial information and statistical data included therein and in the appendices thereto) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and that the • Certificates are exempt from registration under the Secutities Act of 1933, as amended. -4- (4) Opinion of Special Counsel dated the date of Closing as to the due authorization, execution and delivery by the City and the Authority of the Trust Agreement, the Certificates, the Escrow Agreement and this Purchase Agreement and as to the legal, valid and binding nature thereof. (5) Satisfactory evidence that the Certificates have been rated "AAA" by Standard & Poor's Corporation. (6) A duly executed insurance policy from American Municipal Bond Assurance Corporation guaranteeing the timely payment of principal and interest with respect to the Certificates. (7) A certificate or study dated the date of the Closing delivered by a firm of independent certified public accountants acceptable to the Underwriter verifying (i) the mathematical computations of the adequacy of the federal securities to be held pursuant to the Escrow Agreement, together with the interest to be earned on the federal securities, to pay the principal or redemption price of and interest due and to become due on the Authority's 1982 Bonds to and including the redemption or maturity date on which said Bonds are permitted or required to be refunded or paid and (ii) the computations supporting the conclusion of Special Counsel that the Certificates are not "arbitrage bonds" under Section-103(c) of the Internal Revenue Code of 1954, as amended; (8) Such other certificates, instruments or opinions as the Underwriter may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal, valid and binding nature thereof, as well as compliance with all parties with the terms and conditions hereof. Section 8. Events Permitting the Underwriter to Terminate. The Underwriter may terminate the Underwriter's obligations to purchase the Certificates at any time before Closing if any of the following occurs: (a) Any legislative, executive or regulatory action or any court decision which, in the judgment of the Underwriter, casts sufficient doubt on the legality of or the tax-exempt status of interest on obligations such as the Certificates so as materially to impair the marketability or to materially reduce the market price of such obligations; (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Certificates under the Securities Act of 1933, as amended, in connection with the public offering thereof; (c) Any restriction or trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Underwriter, substantially impairs the ability of the Underwriter to market the Certificates; or -5- (d) Any event or condition which, in the judgment of the Underwriter, renders untrue or incorrect, in any material respect as of the time to which the same purports to relate, the information, including the financial statements, contained in the Official Statement, or which requires that Information not reflected in such Official Statement should be reflected therein in order to make the statements and information contained therein not misleading in any material respect as of such time. (e) Any threatened or pending litigation that, in the opinion of the Underwriters affects the marketability of the Certificates or their validity. (f) Any conditions as set forth in Section 7 (Conditions Precedent to Closing) are not met to the satisfaction of the Underwriter. Section 9. Fees and Expenses. The Underwriter shall pay the costs and expenses incurred by it in connection with this financing including advertising and selling expenses. The Authority or the City on behalf of the Authority shall pay all other costs in connection with the sale and delivery of the Certificates, including the cost of printing or reproducing the Official Statement and the Certificates, the fees of the Trustee, rating agency fees, a bond insurance premium, fees of the accountants verifying sufficiency of the Escrow Fund, the fees and disbursements of Special Counsel, and the fees and disbursements of any other experts or consultants retained by the City or the Authority. Estimates of such fees are set forth in Exhibit B. Section 10. Notices. Any notices to be given to the Underwriter shall be given in writing to Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111. Any notices given to the City shall be given in writing to City of National City, 1243 National City Boulevard, National City, California, Attention: City Manager. Any notices to be given to the Authority shall be given in writing to the Parking Authority of the City of National City, Civic Center, 1243 National City Boulevard, National City, California, Attention: Executive Director. Any notices to the Trustee shall be given in writing to the Trustee, 707 Wilshire Boulevard, Los Angeles, California 90017. Section 11. No Assignment. This Purchase Agreement has been entered into by the City, the Authority and the Underwriter, and their successors or assigns and no person other than the foregoing shall acquire or have any right under or by virtue of this Purchase Agreement. All of the representations, warranties and agreements contained in this Purchase Agreement shall survive the delivery of and payment of the Certificates and any termination thereof. -6- Section 12. Appplicable Law. This Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 13. Severability. In the event any provision of this Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. PARKING AUTHORITY OF THE CITY OF NATIONAL C.TY By Its STONE & YOUt GBER�GG By < ��� By Its CITY OF NATIONAL CITY By Its Partner (816b) Acknowledged by: FIRST INTERSTATE BANK OF CALIFORNIA -7- EXHIBIT A CITY OF NATIONAL CITY Refunding Certificates of Participation (Plaza Bonita Parking Facilities Project) Maturity Principal Interest Date Amount Rate March 1, 1987 $340,000 4.75% March 1, 1988 585,000 5.25 March 1, 1989 615,000 5.50 March 1, 1990 650,000 5.75 March 1, 1991 690,000 6.00 March 1, 1992 735,000 6.20 March 1, 1993 780,000 6.40 March 1, 1994 830,000 6.60 March 1, 1995 890,000 6.70 March 1, 1996 950,000 6.80 March 1, 1997 1,015,000 6.90 y n . I. EXHIBIT B Refunding Certificates of Participation (Plaza Bonita Parking Facilities Project) Estimated Costs of Issuance Arthur Anderson Orrick, Herrington & Sutcliffe First Interstate Bank of California Crocker National Bank Chas. P. Young City and Authority Subtotal AMBAC Cash Flow Verification Special Counsel Trustee Escrow Agent Official Statement Printing & Bond Printing & Delivery Out of Pocket Expenses, Misc. Bond Insurance Premium (Net) 4,000 32,500 14,000 1,000 12,500 1,848 65,848 77,400 Total Estimated Costs of Issuance $143,248