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HomeMy WebLinkAbout1983-090 , San Bernardin? 60,009-36-2 , RESOLUTION NO. 33-90 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A BOND PURCHASE AGREEMENT AND AUTHORIZING ITS EXECUTION AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF ITS INDUSTRIAL. DEVELOPMENT REVENUE BONDS, ISSUE OF 1983, REDLANDS FEDERAL SAVINGS AND LOAN ASSOCIATION CERTIFICATE OF DEPOSIT (BANK OF REDLANDS PROJECT) WHEREAS, there has been filed with the City an Application pursuant to the provisions of Ordinance No. r 3815, as amended, of said City, by Bank of Red1ands, a California banking corporation, requesting the issuance of industrial development revenue bonds (the "Bonds") which shall be issued in the principal amount of $1,400,000 for the purpose of financing the cost and expense of the construc- tion and permanent financing of a commercial banking facility (the "Project") as more particularly described in said Application; and WHEREAS, pursuant to its Resolution No. 83-23 adopted February 7, 1983, the issuance of such Bonds was approved after a public hearing on such issuance, was duly conducted in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended; and 'lf267.10(ab) 03/10/83 , San Bernardinp 60,009-36-1 '> WHEREAS, the City will issue the Bonds in accord- ance with the Constitution and the laws of the State of California and its City Charter, including, but not limited to, the provisions of Ordinance No. 3815, as amended; and WHEREAS, this Mayor and Common Council must now approve and authorize the execution of a certain Bond Purchase Agreement with Miller & Schroeder Municipals, Inc. in connec- tion with the sale and delivery of such Bonds. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The rectials set forth hereinabove are true and correct in all respects. Section 2. A form of Bond Purchase Agreement has been presented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on behalf of the City, hereby approve the Bond Purchase Agree- ment, substantially in the form attached hereto as Exhibit A and incorporated herein by reference, with such corrections, changes, modifications, additions or deletions as may be 2 tt267.l0(ab) 03/10/83 San BernardinQ 60,009-36-1 approved and recommended by Bond Counsel to the Mayor approved by him, the execution thereof to be conclusive evidence of his approval; and the Mayor and City Clerk are hereby author- ized and directed to execute such final Bond Purchase Agree- ment when the same shall have been prepared for execution, with the seal of the City to be affixed thereto. Section 3. The Mayor, the city Clerk and such other officers and employees of the City as are appropriate are authorized and direct~d to execute such other documents and take such further action as shall be consistent with the intent and purpose of this Resolution and shall be needed to conclude the issuance, delivery and sale of the Bonds. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 3 #267.l0(ab) 03/10/83 San Bernardinp 60,009-36-1 24th day of !,'rarch , 1983, by the following vote, to wit: AYES: Councilmen Castaneda, ~eilly, Hernandez, I"arks, Quiel, strickler NOES: None ABSENT: Council !'er.tber Hobbs ABSTAIN: None ~/NJI'/ 4b / City Clerk The foregoing Resolution is hereby approved this o.Z.li!:.. day of "arch , 1983. Approved as to form: ~~~ ~ City Attorney 4 #267.10(ab) 03/10/83 . , 10482 00000001j001/BA-L BOND PURCHASE AGREEMENT $1,400,000 INDUSTRIAL REVENUE BONDS, ISSUE OF 1983 REDLANDS FEDERAL SAVINGS AND LOAN ASSOCIATION CERTIFICATE OF DEPOSIT (BANK OF REDLANDS PROJECT) between MILLER & SCHROEDER MUNICIPALS, INC. and COUNTY OF SAN BERNARDINO, CALIFORNIA RiKK tlhr ,4 . , 10482 00000001/001/BA-L BOND PURCHASE AGREEMENT $1,400,000 CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL REVENUE BONDS, ISSUE OF 1983 REDLANDS FEDERAL SAVINGS AND LOAN ASSOCIATION CERTIFICATE OF DEPOSIT (BANK OF REDLANDS PROJECT) , 1983 city of San Bernardino 300 North "D" Street San Bernardino, California 92418 Ladies and Gentlemen: On the basis of the terms and conditions and the representations, warranties and covenants contained in this Bond Purchase Agreement ("Bond Purchase Agreement"), the undersigned, Miller & Schroeder Municipals, Inc., a Minnesota corporation, as purchaser (the "Purchaser"), hereby offers to purchase from the city of San Bernardino (the "Issuer") $1,$00,000 aggregate principal amount of City of San Bernardino, California, Industrial Development Revenue Bonds, Issue of 1983, Redlands Federal Savings and Loan Association certifi- cates of Deposit (Bank of Redlands Project) (the "Bonds"), to be issued under an Indenture between the Issuer and Security Pacific National Bank, Los Angeles, California, as trustee (the "Trustee"), dated as of February 1, 1983 (the "Indenture"; all capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture). SECTION I. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ISSUER. By its acceptance hereof, the Issuer hereby repre- sents and warrants to, and agrees with, the Purchaser that: (a) The Issuer is a duly organized municipal corpo- ration of the State of California organized and existing under the Constitution and laws of the State of California, including the city Charter, and is a constituted authority and instrumentality (within the meaning of those terms in the regulations of the United States Department of the Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended). (b) The Issuer has complied, or will comply on or before the Closing Date (hereinafter defined); with all provi- sions of the Constitution of the State of California, the City Charter, and all other applicable laws, rules and regula- tions and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Indenture, the Deposit Agreement by and among the Issuer, Redlands Federal Savings and Loan Association and the Trustee, dated as of April 1, 1983 (the "Deposit Agreement") and the Program Agreement by and among the Issuer, Redlands Federal Savings and Loan Association and Bank of Redlands, a California banking corporation (the "Developer"), dated as of April 1, 1983 (the "Program Agreement"). (c) The Issuer has duly authorized, or will duly authorize on or before the Closing Date, all necessary action to be taken by it for: (1) the issuance and sale of the Bonds under the terms set forth herein and in the Indenture; (2) the execution and delivery by it of the Indenture provi- ding for the issuance of and security for the Bonds and ap- pointing the Trustee as trustee, paying agent, and bond regi- strar under the Indenture; (3) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Indenture, the Deposit Agreement, the Program Agreement, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby; and (4) the carrying out, giving effect to and consummation of the transactions contemplated hereby. Executed counterparts of the Indenture, the Deposit Agreement and the Program Agreement will be delivered to the Purchaser by the Issuer at the Closing Time (here- inafter defined). (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or the validity or the enforceability of the Bonds, the Indenture, the Deposit Agreement, the Program Agreement, this Bond Purchase Agreement, or any agreement or instrument to which the Issuer is a party 2 and which is used or contemplated for use in the consummation of the transactions contemplated hereby. (e) The execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture, the Deposit Agreement, the Program Agreement and the other agreements contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute on the part of the Issuer a breach of or a default under any existing law, court or administrative ruling, regulation, decree, or order or any agreement, inden- ture, mortgage, lease, or other instrument to which the Issuer is subject or by which the Issuer is or may be bound. (f) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (g) The Issuer agrees to cooperate with the Purchaser and its counsel in endeavoring to qualify the Bonds for offering and sale under the securities laws of such jurisdictions of the United states as the Purchaser may request. (h) The Issuer is not in breach of or default under any loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or to which it or any of its property is otherwise subject; and the execu- tion and delivery of the Indenture, the Bonds, this Purchase Contract, the Deposit Agreement, the Program Agreement, and the compliance with the provisions thereof will not conflict with or constitute a breach of or default under any loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or to which it or any of its property is otherwise subject. (i) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance by the Issuer of its obligations hereunder and under the Indenture, the Bonds, the Deposit Agreement and the Program Agreement have been obtained or will be obtained on or before the Closing Date. 3 SECTION II. PURCHASE, SALE AND DELIVERY OF THE BONDS. On the basis of the representations, warranties and covenants contained herein and in the other agreements refer- red to herein, and subject to the terms and conditions herein set forth, at the Closing Time (hereinafter defined) the Purchaser agrees to purchase from the Issuer and the Issuer agrees to sell to the Purchaser the Bonds at 100% of the principal amount thereof, plus accrued interest from the date of the Bonds to the Closing Date (hereinafter defined). The Bonds shall be issued under and secured as provided in the Indenture, and the Bonds shall mature on April 1, 1998, and shall bear a rate of interest not to exceed 10~1/2% or such lesser rate of interest as shall be agreed to in wr1ting by the Issuer and Purchaser prior to the Closing Date and be subject to redemption in the manner and subject to such conditions as shall be approved by the Purchaser and incorporated in the Indenture prior to the Closing Date. Payment for the Bonds shall be made by certified or official bank checks or drafts payable to the order of the Issuer, at the offices of Security Pacific National Bank, 333 So. Hope Street, Los Angeles, California, at 10 a.m., California time, on April 8, 1983, or such other place, time and date as shall be mutually agreed upon by the Issuer and the Purchaser. The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time." The Bonds shall be delivered in definitive form, fully registered. The Bonds shall be available for examination and packaging by the Purchaser at least 24 hours prior to the Closing Time. SECTION III. CONDITIONS TO THE PURCHASER'S OBLIGATIONS. The purchaser's obligations hereunder shall be subject to the due performance by the Issuer of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the representations and warranties of the Issuer contained herein, as of the date hereof, and as of the Closing Time, and are also subject to the following conditions: (a) The Bonds, the Indenture, the Deposit Agreement and the Program Agreement shall have been duly authorized, executed and delivered in form theretofore approved by the 4 Purchasers with only such changes therein as shall be mutually agreed upon by the Issuer and the Purchasers; and (b) At the Closing Time, the Purchaser shall receive: (i) The opinions acceptable to the Purchaser in form and content and dated as of the Closing Date of (a) Ralph H. Prince, city attorney and counsel for the Issuer: (b) James Warren Beebe, a Law Corporation, Bond Counsel: (c) Charles Graebber, Esq., counsel to Redlands Federal Savings and Loan Association: and (d) counsel to the Purchaser: (ii) A certificate or certificates, satisfactory to the Purchasers, of the Mayor of the Issuer, attested by the city Clerk of the Issuer (or any other of the duly autho- rized officers of the Issuer), satisfactory to the Purchasers, dated as of the Closing Date, to the effect that: (a) the Issuer has duly performed all of its obligations contained herein or in the Bonds, the Deposit Agreement, the Program Agreement, and the Indenture to be performed at or prior to the Closing Date and that each of its representations and warranties contained herein is true and correct as of the Closing Date: (b) the Issuer has authorized, by all necessary action, the execution, delivery, receipt and due performance of the Bonds, the Indenture, the Deposit Agreement, the Program Agreement, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consum- mate the transactions contemplated hereby: (c) no litigation is pending, or to its knowledge threatened, wherein an unfavor- able decision, ruling or finding would, in any way, affect the validity or enforceability of the Bonds, the Indenture, the Deposit Agreement, the Program Agreement, or the existence or powers of the Issuer or its authority to finance the cost of the Project: and (d) the execution, delivery, receipt and performance by the Issuer of the Bonds, the Deposit Agreement, the Program Agreement, the Indenture, and the other agreements contemplated thereby under the circumstances contemplated thereby and compliance by the Issuer with the provisions thereof will not conflict with or constitute on its part a breach of or a default under any existing law, court or admin- istrative regulation, decree or order or any agreement, indenture, mortgage, lease, or other instrument to which the Issuer is subject or by which it is or may be bound: and (iii) Such additional certificates and other documents as the Purchaser or the Issuer may reasonably request to evidence performance of or compliance with the provisions of this Bond Purchase Agreement and the transactions contemplated 5 hereby, all such certificates and other documents to be satisfac- tory in form and substance to the Purchaser. SECTION IV. THE PURCHASER'S RIGHT TO CANCEL. The Purchaser shall have the right to cancel its obligations hereunder to purchase the Bonds (and such cancel- lation shall not constitute a default for purposes of Section VII hereof) by notifying the Issuer in writing or by telegram of its election so to do between the date hereof and the Closing Time, if at any time hereafter and prior to the Closing Time: (a) A tentative decision with respect to legisla- tion shall be reached by a committee of the House of Represen- tatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or a decison by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation, or order of the United States Department of the Treasury or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Issuer or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, which materially adversely affects the market price of the Bonds; (b) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by, any governmental body, department or agency in the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which materially adver- sely affects the market price of the Bonds; (c) Legislation shall be introduced, by amendment or otherwise, in or be enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the united States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or 6 other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering, or sale of obligations of the general character of the Bonds, or the Bonds, including all the under- lying obligations, as contemplated hereby, is or would be in violation of any provision of the securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Inden- ture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby; (d) Legislation shall be introduced, by amendment or otherwise, in or be enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America shall be rendered, or an order, ruling, regulation, interpretation or official statement by, or on behalf of, the Federal Home Loan Bank Board or the Federal Savings and Loan Insurance Corporation ("FSLIC"), or other governmental agency having jurisdiction of the subject matter, shall be made or proposed, to the effect that the pro rata portion of the FSLIC Insurance (to be provided pursuant to Title IV of the National Housing Act of 1934, 12 U.S.C. Section 1724, et seq.), of the certificate of deposit of Redlands Federal SaVings and Loan Association attributable to each owner of the Bonds in the manner described in the Preliminary Official Statement regarding the Bonds dated as of March ,1983 (the IIpreliminary Official Statement"), shall no longer be-rnsured in an amount equal to no less than $100,000 or that such insurance attributable to the Bonds shall be subject to conditions or restrictions not in existence and known to the Purchaser on the date of execution hereof; (e) The Bonds shall not receive a rating from Standard & Poor's Corporation of AAA-L (or any equivalent thereof) or higher; (f) In the judgment of the Purchaser, the market price of the Bonds, or the market price generally of obliga- tions of the general character of the Bonds, might be adversely affected because: (1) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (2) any national securities exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those 7 now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (3) a general banking moratorium shall have been established by federal or California authorities; or (4) a war involving the united states of America shall have been declared, or any other national calamity shall have occurred, or any conflict involving the armed forces of the United states of America shall have escalated to such a magnitude as to have a material adverse effect on the Purchaser's ability to market the Bonds; or (g) All matters relating to this Bond Purchase Agreement, the Bonds and the sale thereof, the Deposit Agree- ment, the Program Agreement, the Indenture and the consumma- tion of the transactions contemplated hereby and thereby, shall not be satisfactory to and approved by the Issuer. SECTION V. CONDITIONS OF OBLIGATIONS OF THE ISSUER. The obligations of the Issuer hereunder are subject to the Purchaser's performance of its obligations hereunder and the further conditions that at the Closing Time the Issuer shall receive the opinion of its counsel as described in Section III hereof. SECTION VI. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All of the representations, warranties and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by the Purchasers, or on their behalf, and shall survive delivery of the Bonds to the Purchaser. SECTION VII. PAYMENT OF EXPENSES. Whether or not the Bonds are sold by the Issuer to the Purchaser (unless such sale be prevented at the Closing Time by the purchaser's default), the Purchaser shall be under no obligation to pay any expenses incident to the perfor- mance of the obligations of the Issuer hereunder. All expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds (including, without limitation, the reasonable fees and disbursements of Bond Counsel and counsel to the Issuer, the expenses and costs for the preparation, 8 printing, photocopying, execution and delivery of the Bonds, the Indenture, the Deposit Agreement, the Program Agreement, this Bond Purchase Agreement, the Preliminary Offical statement, and all other agreements and documents contemplated hereby) shall be paid by the Issuer out of the proceeds of the Bonds, or, if the Bonds are not sold, by the Issuer to the Purchaser (unless such sale be prevented at the Closing Time by the Purchaser's default) to the extent, and only to the extent, that the Developer has made deposits pursuant to the Program Agreement to pay such expenses and costs. If the sale of the Bonds be prevented at the Closing Time by the Purchaser's default, the Purchaser shall pay the expenses and costs described in this Section VII. SECTION VIII. NOTICE. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the following: Issuer: city of San Bernardino 300 North "D" Street San Bernardino, California 92418 Attn: Redevelopment Agency of the City of San Bernardino Purchaser: Miller & Schroeder Municipals, Inc. 505 Lomas Santa Fe Drive, Suite 200 Solana Beach, California 92075 Attn: Mr. Norman McPhail SECTION IX. APPLICABLE LAW; NONASSIGNABILITY. This Bond Purchase Agreement shall be governed by the laws of the State of California. This Bond Purchase Agreement shall not be assigned by the Issuer. SECTION X. ACCEPTANCE AND EXECUTION OF COUNTERPARTS. The offer made herein is subject to your acceptance of this Bond Purchase Agreement on or before March 25, 1983, and, if not so accepted, will be subject to withdrawal by the Purchasers upon notice delivered to your offices by the Purchasers at any time prior to the acceptance hereof by you. This Bond 9 Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Yours very truly, MILLER & SCHROEDER MUNICIPALS, INC. By Title This Bond Purchase Agreement is accepted by resolution adopted at San Bernardino, California as of the day and year first above written. CITY OF SAN BERNARDINO By Title 10