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HomeMy WebLinkAbout02039 - STONE YOUNGBERG PS PUBLIC FACILITY CORP SEWER PLANT PURCHASE AGREEMENT Stone & Youngberg/1st Inter- state Bnk; City of P.S. & P.S. Pub Facil Corp - Purchase Agr AGREEMENT 2039 (Sewer Plnt) Res 14937, 2-14-84 PURCHASE AGREEMENT RELATING TO $20,600,000 REFUNDING CERTIFICATES OF PARTICIPATION (Wastewater Treatment Plant Project) Evidencing a Proportionate Interest of the Holder Thereof in Base Rental Payments to be made by the CITY OF PALM SPRINGS As the Rental and Purchase Price for Certain Property Pursuant to the Amended Lease Agreement with the City of Palm Springs Public Facilities Corporation dated as of February 1, 7984 among STONE AND YOUNGBERG and CITY OF PALM SPRINGS and CITY OF PALM SPRINGS PUBLIC FACILITIES CORPORATION and FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee CERTIFICATES OF PARTICIPATION PURCHASE AGREEMENT (the "Purchase Agreement") , dated as of January 24, 1984, among Stone & Youngberg, First Interstate Bank of California (the "Trustee" ), a corporation duly organized and existing under the laws of the State of California, the City of Palm Springs, California (the "City"), a municipal corporation duly organized and existing under the Constitution and laws of the State of California, and the City of Palm Springs Public Facilities Corporation (the "Corporation" ) , a nonprofit public benefit corporation duly organized and existing under the laws of the State of California, for the sale and delivery of $20,600,000 aggregate principal amount of Refunding Certificates of Participation (Wastewater Treatment Plant Project) (the "Certificates") , each evidencing a proportionate share of Base Rental payments to be made by the City of Palm Springs under the Amended Lease Agreement to be dated as of February 1, 1984 (the "Agreement") between the Corporation and the City WHEREAS, pursuant to an Assignment and Trust Agreement dated as of February 1, 1984, among the Corporation, the City and the Trustee (the "Assignment and Trust Agreement") , the Corporation has previously acquired a site (the "Site") and has constructed thereon improvements to the City's municipally owned wastewater treatment plant (the "Treatment Plant" ) and is leasing the Site and the completed Treatment Plant (the "Project") to the City; WHEREAS, pursuant to the Constitution and the laws of the State of California and resolutions of the Corporation to be adopted, the Corporation will lease, with option to purchase, the Project pursuant to the Amended Lease Agreement dated as of February 1 , 1984, to the City; WHEREAS, such Base Rental Payments (as defined in the Amended Lease Agreement) , and the rights of the Corporation thereto, have been assigned by the Corporation to the Trustee for the purpose of making principal and interest payments on the Certificates; WHEREAS, the Trustee will be directed to execute and deliver the Certificates to Stone & Youngberg (the "Underwriter") for offering to the public; NOW, THEREFORE, in consideration of the premises, the parties hereto do hereby agree as follows: Section 1 . Obligation to Purchase. The Underwriter agrees to purchase and therrustee agrees to execute ana deliver $20,600,000 aggregate principal amount of Certificates in the annual principal amount and for the annual coupon interest rates set forth in Exhibit A, incorporated herein by reference, and as described in the Assignment and Trust Agreement and the - 2 - Preliminary Official Statement, dated January 17, 1984, relating to the Certificates, including the Appendices thereto (the "Official Statement"). The Underwriter shall not be under any obligation under this Purchase Agreement to purchase less than all of the 120,600,000 aggregate principal amount of Certificates. The City is legally required to take such action as may be necessary to include all Base Rental Payments and certain other amounts in its annual budget, to make the necessary annual appropriations therefor and will covenant to deposit the applicable annual Base Rental Payments with the Trustee on the dates required by the Amended Lease Agreement. The obligation of the City to pay Base Rental Payments does not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. Section 2. Purchase Price. The purchase price of the Certificates shall a n�in y-seven an one-tenth percent (97.1%) of the aggregate principal amount thereof, plus accrued interest to the date of delivery thereof. The good faith check in the form of a certified or bank check and in an amount of $75,000, which has been tendered herewith to the Corporation on behalf of the Trustee, shall be applied in partial payment of the purchase price. In the event that the Underwriter terminates this Purchase Agreement pursuant to Section 9 hereof, the Corporation shall return said good faith 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 Corporation as and for full liquidated damages for such failure and for any default hereunder on the part of the Underwriter and, except as set forth in paragraph 10 hereof, 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 at 0:00 a.m. P.S.T. on February 22, 1984, or at such other time as may be mutually agreeable to the City, the Corporation, the Trustee and the Underwriter, at such place as the foregoing shall mutually agree upon. At the Closing, the Trustee shall deliver the Certificates or cause the Certificates to be delivered 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 Trustee (including as a part thereof the $75,000 good faith check) , plus accrued interest. 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 Los Angeles, California, at least one business day prior to the Closing. Interest due on the Certificates shall be made in the amounts based on the rates set forth on Exhibit A attached hereto. - 3 - Section 5. Representations and Warranties of the Trustee. The Trustee represents and warrants to the Underwriter that: (1) The Trustee is a corporation duly organized and in good standing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Assignment and Trust Agreement and this Purchase Agreement. (2) The Trustee is duly authorized to enter into the Assignment and Trust Agreement and this Purchase Agreement, and to deliver the Certificates to the Underwriter pursuant to the terms of the Assignment and Trust Agreement and this Purchase Agreement, and, when executed and delivered by the respective parties thereto, the Trust Agreement and this Purchase Agreement will constitute legal , valid and binding obligations of the Trustee in accordance with their respective terms. (3) The execution and delivery of this Purchase Agreement and the Assignment and Trust Agreement and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Trustee's duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the Trustee is subject to or by which it is bound. 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 in good standing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Amended Lease Agreement, the Assignment and Trust Agreement and this Purchase Agreement. (2) The City is duly authorized to enter into the Amended Lease Agreement, the Assignment and Trust Agreement and this Purchase Agreement, and, when executed and delivered by the respective parties thereto, the Amended Lease Agreement, the Assignment and Trust Agreement and this Purchase Agreement will constitute legal, valid and binding obligations of the City in accordance with their respective terms. (3) The execution and delivery of this Purchase Agreement, the Amended Lease Agreement and the Assignment and Trust Agreement and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the City' s duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the City is subject to or by which it is bound. (4) 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 Corporation to restrain or enjoin the issuance or delivery of the Certificates, or the collection of the payments to be made pursuant to the Amended Lease Agreement - 4 - or in any way contesting or affecting the validity of this Purchase Agreement, the Assignment and Trust Agreement, the Certificates or the Amended Lease Agreement, or contesting the powers of the City to enter into or perform its obligations under any of the foregoing. (5) The information contained in the Preliminary Official Statement dated January 17, 1984, was, and in the Official Statement dated February 1984, 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. Representations and Warranties of the Corporation. The Corporation represents and warrants to the Underwriter that: (1) The Corporation is a nonprofit public benefit corporation duly created and existing under and by virtue of the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Escrow Agreement, the Amended Lease Agreement, the Assignment and Trust Agreement, and this Purchase Agreement, and, when executed and delivered by the respective parties thereto, the Amended Lease Agreement, the Assignment and Trust Agreement and this Purchase Agreement will constitute legal, valid and binding obligations of the Corporation in accordance with their respective terms. (2) The execution and delivery of this Purchase Agreement, the Escrow Agreement, the Amended Lease Agreement and the Assignment and Trust Agreement and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Corporation's duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaws or other agreement to which the Board of Directors of the Corporation is subject to or by which it is bound. (3) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Corporation required for the issuance and sale of the Certificates or the consummation by the Corporation of the other transactions contemplated by this Purchase Agreement. (4) 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 City to restrain or enjoin the issuance or delivery of the Certificates, or the payment of amounts to be made pursuant to the Amended Lease Agreement or in any way contesting or affecting the validity of this Purchase Agreement, the Assignment and Trust Agreement, the Certificates or the Amended Lease Agreement, or contesting the powers of the City to enter into or perform its obligations under any of the foregoing. - 5 - (5) The information contained in the Preliminary Official Statement dated January 17, 1984, was, and in the Official Statement dated February 1984, 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. (6) The Corporation agrees to cooperate with the Underwriter in endeavoring to qualify the Certificates for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the Corporation will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification. Section 8. Conditions Precedent to Closing. Conditions precedent to the Closing to be satisfied in form and substance satisfactory to Underwriter) are as follows: (1 ) Execution and delivery of the Amended Lease Agreement, Assignment and Trust Agreement, and this Purchase Agreement in form and substance acceptable to Stradling, Yocca, Carlson & Rauth, a professional law corporation ("Bond Counsel") , and Counsel to the Trustee. (2) Opinion, dated the date of Closing, of Bond Counsel , with respect to the validity and tax-exempt status of the Certificates in the form described in the Official Statement. (3) Opinions, dated the date of Closing, of Bond 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 date 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, but that the Certificates are exempt from registration under the Secutities Act of 1933, as amended, and the Amended Lease Agreement and the Assignment and Trust Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended. (4) Opinion of Bond Counsel dated the date of Closing as to the due authorization, execution and delivery by the Corporation of the Assignment and Trust Agreement, this Purchase Agreement, the Amended Lease Agreement and the Escrow Agreement and as to the legal, valid and binding nature thereof. (5) Opinion of the City Attorney, dated as of the date of Closing, as to the due authorization, execution and delivery by the City of the Amended Lease Agreement and the Assignment and Trust Agreement, and as to the legal, valid and binding nature thereof. - 6 - (6) Opinion of Haynes & Miller as Special Tax Counsel, dated the date of Closing, that the Certificates will not be considered "arbitrage bonds" under Section 103(c) of the Internal Revenue Code. (7) Opinion of Counsel to the Trustee, dated the date of Closing, as to the due authorization, execution and delivery by the Trustee of the Assignment and Trust Agreement and this Purchase Agreement and as to the legal, valid and binding nature thereof, and as to the enforceability thereof in accordance with their terms, subject to the enforceability of remedies to any applicable bankruptcy, reorganization, insolvency, moratorium or other law affecting the enforcement of creditors' rights generally. (8) Satisfactory evidence that the payment of the Certificates has been insured or guaranteed by American Municipal Bond Assurance Corporation. (9) Satisfactory evidence that the Certificates have been rated "AAA" by Standard & Poor's Corporation. (10) Such other certificates, instruments or opinions as Bond Counsel 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 9. Events Permittin the Underwriter to Terminate. The UnderwritT er may terminate t e nderwriter' 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, or qualification of the Amended Lease Agreement or the Assignment and Trust Agreement under the Trust Indenture Act of 1939, as amended; (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 (d) Any event or condition which, in the judgment of the Underwriter, renders untrue or incorrect, in any material - 7 - 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. Section 70. 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 Corporation, or the City on behalf of the Corporation, shall pay all other costs in connection with the sale and delivery of the Certificates, including the cost of printing or reproducing the Preliminary Official Statement, the Official Statement and the Certificates, the fees of the Trustee, rating agency fees, bond insurance premium fees, the fees and disbursements of Bond Counsel and Special Tax Counsel and the fees and disbursements of any other experts or consultants retained by the Corporation or the City all as the estimated amounts of such costs are set forth in Exhibit B attached hereto and hereby made a part hereof. Section 11. Notices. Any notices to be given to the Trustee under this Purchase Agreement shall be given in writing to the Trustee at 707 Wilshire Boulevard, Los Angeles, California 90017, Attention: Corporate Trust Department. 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 to be given to the City shall be given in writing to the City of Palm Springs, Post Office Box 1786, Palm Springs, CA 92263-1786, Attention: City Manager. Any notices given to the Corporation shall be given in writing to City of Palm Springs Public Facilities Corporation, Post Office Box 1786, Palm Springs, CA 92263-1786, Attention: Secretary/Treasurer. Section 12. No Assignment. This Purchase Agreement has been made by the Trustee, the Corporation 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. Section 13. Appplicable Law. This Purchase Agreement shall be interpret—ecT, governed an en orce in accordance with the laws of the State of California. - 8 - Section 14. 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. CITY OF PALM SPRI14GS STONE & YOUNGBERG J 1 ✓ / By By r, CITY OF PALM SPRINGS PUBLIC FIRST INTERSTATE BANK OF CALIFORNIA FACILITIES CORPORATION ORATION / By (2- [ 714, AT, BY Z .C�� 1 - 9 - EXHIBIT A MATURITY SCHEDULE Maturity Principal March 1 Amount Coupon 1985 $465,000 5.75% 1986 480,000 6.25 1987 510,000 6.75 1988 545,000 7.25 1989 585,000 7.50 1990 630,000 7.75 1991 675,000 8.00 1992 730,000 8.25 1993 790,000 8.50 1994 860,000 8.75 1995 935,000 9.00 1996 1,015,000 9. 10 1997 1,110,000 9.20 1998 1,210,000 9.20 2004 $10,060,000 9.40 - 10 - EXHIBIT B Estimated Costs of Corporation with Respect to Sale and Delivery of Certificates Purpose Amount American Municipal Bond Assurance Corporation - Premium $144,000 Bond Counsel - Stradling, Yocca, Carlson & Rauth 50,000 Special Tax Counsel - Haynes & Miller 40,000 Initial Trustee and Escrow Fees - First Interstate Bank of California 35,000 Certificate Printing - Jeffries Banknote Company 4,500 Official Statement Printing - Pacific Financial Printing 16,500 90,000 - 11 -