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Home My WebLink About03095 - STONE YOUNGBERG AD157 RAMON EVELITA PURCHASE BONDS Stone g Youngberg AD 157 (Ramon/Evelita) Offer Purchase Bonds AGREEMENT #3095 STONE & Y O 1U N G B E R G R17821, 4-1-92 MEMBERS PACIFIC STCCH EXCHANGE PURCHASE CONTRACT April 21, 1992 Via Federal Express Mr. Tom Kanarr Finance Director City of Palm Springs 3200 East Tahquitz-McCallum Way Palm Springs, California 92262 Re: Offer to Purchase Bonds in the Amount of$1,122,889.97 City of Palm Springs Assessment District No. 157 (Ramon/Evelita) Dear Mr. Kanarr: Pursuant to discussions with City staff, bond counsel, and our investigation and analysis of the captioned bond issue, Stone & Youngberg ("the Underwriter") hereby offers to purchase all of the above referenced bonds (the "Bonds") subject to the following conditions: 1. The Bonds will be issued pursuant to the Improvement Bond Act of 1915. 2. The par value of the Bonds shall be in an amount equal to $1,122,889.97, and the Bonds shall mature between September 2, 1993 and September 2, 2012 inclusive. 3. The Bonds shall be issued in denominations of$5,000, or in integral multiples thereof as may be requested by the Underwriter, and one Bond which will be in an odd amount due in 1993. 4. All Bonds shall be issued in registered form in accordance with instructions to be determined by the Underwriter prior to closing. The City shall retain First Interstate Bank as Paying Agent. 5. The Bonds shall be dated April 1, 1992 and be delivered on or about May 14, 1992 (the "Closing Date"). 6. The Bonds shall mature in each of the years and in the amounts and at the rates of interest set forth on the attached maturity schedule marked Exhibit A. 7. The City shall covenant to commence judicial foreclosure of delinquent assessments as stated in the Resolution of Issuance for the Bonds. ONE CALIFORNIA STREET-SAN FRANCISCO,CALIFORNIA 94111 -(415)981-1314 ! 0 Mr. Tom Kanarr April 21, 1992 City of Palm Springs Page 2 8. The purchase price shall be $1,094,817.72 or 97.5 percent of par plus accrued interest from April 1 to May 14, 1992, and shall be paid in full upon delivery to us of the Bonds. 9. The City shall deliver to the Underwriter at closing in forms suitable to the Underwriter: (a) The unqualified approving legal opinion of Brown, Diven & Hentschke, Bond Counsel. The legal opinion shall be printed on the Bonds at no charge to us. (b) An opinion of Bond Counsel approving the assessment of a leasehold interest in property leased by an Indian allottee. Such opinion will state that the lease is valid and legally binding and that the term of the lease and the assignment of the lease to the City in the event of a delinquency and foreclosure has been done according to law. Furthermore, such opinion will state that Section 21 of the Bond Indenture is valid and legally binding on the City with respect to leased Indian property. (c) A no-litigation certificate of the City. (d) A certificate executed by the City Manager or Finance Director stating that the Official Statement does not contain any untrue statement of a material fact or omit any statement or information conceming 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. 11. The obligations 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: (a) At the Closing Date, 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 Bond Counsel, shall be necessary and appropriate; (b) Between the date hereof and the closing, the market price or marketability of the Bonds at the initial offering 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 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 Mr. Tom Kanarr April 21, 1992 City of Palm Springs Page 3 (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 B onds; (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 amencled, 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) The withdrawal or downgrading of any rating of any securities of the City by a national municipal Bond rating agency; (4) 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 tyke City, its property, income, securities (or interest thereon), validity or enforceability of the assessments; (5) 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 Improvement Project, the City, or the property in the Assessment District. Mr. Tom Kanarr April 21, 1992 City of Palm Springs Page 4 Respectfully submitted, STONE & YOUNGBERG By: .` Wm. Thomas Lo card Partner APPROVED AND ACCEPTED CITY OF PALM S By: Title: Date: ��✓rd WTL:rt City Clark (WPP/0136C) ,'"'�IROVt, AS TO FORM j/A"'to/rney date F--F ' ^ �lt / L .. CITY OF PALM SPRINGS AD No. 157 (RAMON/EVELITA) Exhibit A Dated April 1, 1992 Delivery May 14. 1992 Date r6wiRal Co pm FILO Yield 02-Sep-93 $32,889.97 4.75% 100.000% 4.75% 02-Sep-94 $30,000.00 5.0001c 100.000% 5.0001f 02-Sep-95 $35,000.00 5.25% 100.0000/0 5.25°/ 02-Sep-96 $35,000.00 5.50% 100.0000/0 5.50°/ 02-Sep-97 $35,000.00 5.75010 100,000% 5.75°I Serials 02-Sep-98 $40,000.00 6.00% 100.000% 6,000/c 02-Sep-99 :540,000.00 6.25% 100.000% 6.25°/ 02-Sep-2000 $45,000.00 6.50% 100.000% 6.500/c 02-Sep-2001 $45,000.00 6.75% 100.000% 6.75% 02-Sep-2002 $50,000.00 6.90010 100.000% 6.90% 02-Sep-2003 $55,000.00 7.00% 100.000% 7.000/c 02-Sep-2004 $55,000.00 7.10% 100.000% 7.100/c 02-Sep-2005 $60,000.00 7 20% 100.000% 7.20% 02-Sep-2006 $65,000.00 7.25% 100.000% 7.250/c 02-Sep-2007 $70,000.00 7.30% 100.000% 7.300/ 02-Sep-2008 $75,000.00 7.35% 100.000% 7.35°/ 02-Sep-2009 $80,000.00 7.35% 100.000% 7.350/c 02-Sep-2010 $85,000.00 7.4017o 100.000% 7.400/ 02-Sep-2011 $90,000.00 7.40% 100.0000/0 7.40°/ 02-Sep-2012 $100,000.00 7.40% 100.000% 7.40% Total $1,122,889.97