1991/03/26 City Council ResolutionRESOLUTION NO. 91 -73
RESOLUTION ORDERING SALE OF BONDS
MILLBRAE AVENUE ASSESSMENT DISTRICT, PROJECT NO. 1988 -1
The City Council of the City of Rohnert Park resolves:
The City Council accepts the offer of Stone & Youngberg (the
"Underwriter ") to purchase all of the improvement bonds to be issued
in Millbrae Avenue Assessment District, Project No. 1988 -1 in
accordance with the purchase contract of said Underwriter attached
hereto as Exhibit A and by reference incorporated herein. The Mayor
of the City of Rohnert Park is authorized to approve the maturity
schedule, interest rates, bond date and closing date for the
delivery of bonds at any time prior to April 9, 1991, provided that
the discount does not exceed 1.6% and that the net interest rate on
the bonds does not exceed 8.0% per annum.
The City Clerk 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 is a full, true and
correct copy of a resolution duly passed and adopted by the City
Council of the City of Rohnert Park, Sonoma County, California, at a
meeting thereof, held on the 26th day of March, 1991, by the
following vote of the members thereof:
AYES: ( 5 ) Councilmembers Hollingsworth, Hopkins, Reilly, Spiro & Eck
NOES: (0)
ABSENT: (0)
Councilmembers None
Councilmembers None
ABSTAIN: (0) Councilmembers
APPROVED:
eL---
Mayor
ry `u
?- ? F '1 ST0NE VQ NGEEF S. F.
RAFT
'! STONE & i70U NGT37E fit,G
D R A F T
March 22, 1991
City Council
City of Rohnert Park
6750 Commerce Boulevard
Rohnert Park, CA 94927
Attention: Joseph D. Better, City Manager
Re: Offer to Purchase Bonds in the Amount of $.
City of Rohnert Park Limited Obligation Improvement Bonds
Millbrae Avenue Assessment District, Proiect No. 1988 -1
Dear Council Members:
Pursuant to discussions with the City staff, bond counsel and our irvestivation and
analysis of the captioned Mond issue, Stone & Youngberg ( "the Underwriter } hereby
offers to purchase all of the above referenced bonds (the "Bonds ") subject to the
following conditions (the "Purchase Contract "):
1, The Bonds shall be validly issued pursuant to the Municipal improvement Act
of 1913 and the Improvement Bond Act of 1915.
2. The Bonds shall be as described in the Official Statement and the Resoiution
of Issuance.
3
The par value of the Bonds shall be in the amount of $
the Bonds shall mature as serial and /or term bonds over a period of
years.
and
4. The Bonds shall be issued in denominations of $5,000, or in integral
multiples thereof as may be requested by the Underwriter, with one bond in
an odd amount clue in 1992.
5. All Bonds shall n issued in registered farm in accordance with instructions to
be determined by the Underwriter prior to closing.
National Association shall act as Paying Agent, Pegistrar and Transfer Agent.
6. The Bonds shall be dated _ _._ , 1991 and shall be delivered on or
about , _. . __, 1991 (the "Closing Date ").
7, The Bonds shall mature on September 2 of each year from 1392 to —_ at the
rates of interest set forth in Exhibit A, which schedule shall be completed at
such time as mutually agreed upon by the City and the Underwriter. Interest
on the Bonds will to payable on each March 2 and September 2,
commencing March 2, 1992.
ONE CALIFORNIA STREET - SAN FRANCISCO. CALIFORNIA 94111 - {4 iSj 4814313
ET0NE _ YO NGEEF l=;
City of Rohnert Park
March 22, 1991
Page 2
S. The City shall establish from the proceeds of the Bonds a reserve fund equal
to percent (, %) of the principal amount of the Bonds. The
reserve fund shall be administered pursuant to the ResoIurtion of Issuance for
the Bonds, as well as pursuant to applicable federal laws and regulations.
9. The City shall award the sale of the Bonds to the Underwriter at its meeting
on ___t 1991.
14. The purchase price for the Bonds shall be percent of par, plus
accrued Interest, If applicable. The purchase price shall be paid in full upon
delivery of the Bonds to the Underwriter. Payment for the Bonds shall be
made in immediately .available funds. The City shall be responsible for the
costs of issuance of the financing; including bond and official statement
printing, appraisal fees, r+egistrarlpaying agent fees, bond counsel fees,
COAL fee and other miscellaneous expenses.
11. The City has delivered or caused to be delivered to the Underwriter prior to
the sale of the Bonds, copies of the Preliminary Of°ficiat Statement
dated , 1991 deemed "near final" by the City for purposes of
Rule 15c2 -12 under the Securities Exchange Act of 1934 and approved for
distribution by resolution of the City.
Within seven business days from the date the Bonds are priced, the City
shall deliver to the Underwriter a Finai 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. The Underwriter agrees that it will not
confirm the sate of any Bonds unless the confirmation of sale~ is accompanied
or preceded by the delivary of a copy of the Final Official Statement.
12. The City will deliver to the Underwriter at closing in forms suitable to the
Underwriter:
(a) The unqualified approving legal opinion of Sturgis Ness Brunsell &
Sperry of Emeryville, Bond Counsel. The legal opinion shall be printed
on the Bonds at no charge to us.
(b) A no- litigation certificate of the City.
(c) A certificate executed key an authorized officer of the City stating that
the Official Statement does not contain any untrue statement of a
material fact or omit any statement or information concerning the City
which is necessary to make such statements and information therein, in
light of the circumstances Under which they were made, not misleading
in any material respect.
13. The obligations of the Underwriter to accept delivery of and pay for the
Bonds on the Closing Cate shall be subject, at the option of the Underwriter
to the following additional conditions:
STG 1E _ ` 0 NGBEe S. F. r'i =!= =ir;
City of Rohnert Paris
March 22, 1991
Page 3
(a) At the Nosing Date, the Resolution of issuance and any other
applicable agreements shall be in full force and effect, and shall not
have been amended, modtfied or supplemented except as may have
been agreed to in writing by the Underwriter, and there shall have been
taken in connection therewith, with the issuance of the Bonds and with
the transactions contempfated thereby and by this Purchase Contract,
all such actions as, in the opinion of I�ond Counsel, shall be necessary
and appropriate;
(b) Between the date hereof and the Closing pate, the market price or
marketability of the Bonds at the initial' oaring prices shall not have
been materially adversely affected, 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 r ®solution passed; by the Congress of the
United States of America or a decision rendered byy 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;
(2) Legislation enacted (or resolution passed) by the Congress of the
lunited States of America, car 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 ttse 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 of Issuance is not
exempt from qualification under or other requirements of the Trust
indenture Act of 1939, as amended, or that the issuance, offerjng
or sale of obligations of the general character of the Bonds, or of
the fonds, including any or all underwriting arrangements, as
contemplated hereby or otherwise is or would be in violation of the
federal securities laws as amended and then in effect:
City of Rohnert Park
March 22, 1991
Page 4
(3) Any amendment to the Federal or California Constitution or action
by any Federal or California court, legislative body, regulatory
body or other authority materially adversely affecting the tax
status of the City, its property, 1, Dome, securities (or interest
thereon), validity or anforceahility of the assessments or the ability
of the City to acquire the improvements as contemplated by the
Resolution of issuance; or
(4) Any event occurring, or infonration 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.
Respectfully submitted,
STONE & YOUNGBERG
By
Sohail Bengali
SBA
(WPP /0600)
APPROVED AND ACCEPTED
CITY OF ROMNERT PARK
By:
Tale:
Date:
S T 0 N E YO NGBE. i S. F. r'i =if i =ir;
EXHIBIT A
CITY OF RC ERT DARK UMrMD OBUGATION IMPROVEMENT BONDS
MILLBRAE AVENUE ASSESSMENT DIS 1RICT. PROJECT NCB. 1988 -1
Maturity Date Pri rbckxw Interest
1992 $ %
1993
1994
1995
1998
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
The average interest rate is %. The net interest cost including an underwriting
discount of ___ �% is %