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HomeMy WebLinkAboutResolutions - No. 96-103RESOLUTION NO. 96-103 BEFORE THE CITY COUNCIL OF THE CITY OF LODI, CALIFORNIA A RESOLUTION AWARDING SALE OF BONDS, APPROVING BOND PURCHASE AGREEMENT AND AUTHORIZING ITS EXECUTION, APPROVING PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING ITS EXECUTION AND DISTRIBUTION, AND APPROVING CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING ITS EXECUTION LODI CENTRAL CITY REVITALIZATION ASSESSMENT DISTRICT NO. 95-1 RESOLVED, by the City Council of the City of Lodi, California, that WHEREAS, this Council has received from SEIDLER-FITZGERALD, Los Angeles, California, as Underwriter, a proposal to purchase bonds to be issued to represent unpaid assessments levied in the proceedings under Resolution No. 95_119 (the "Resolution"), adopted on September 20, 1995, for the acquisition and/or construction of public improvements, as more particularly described in the Resolution, and the public interest, convenience and necessity will be served by the acceptance of the proposal; WHEREAS, the Underwriter has presented for Council approval the Preliminary Official Statement regarding the bonds to be issued herein; WHEREAS, the Preliminary Official Statement presented includes as an Appendix thereto, a Continuing Disclosure Certificate with regard to the bonds; NOW, THEREFORE, IT IS ORDERED as follows: 1. Upon consummation of the proceedings the bonds be, and they are hereby ordered sold to SEIDLER-FITZGERALD, Los Angeles, California, subject to all the terms and conditions set forth in the agreement in the form attached hereto and marked Exhibit A, and that the interest rate of the bonds be, and the same is hereby fixed at the market rate effective on the date of the execution of the agreement as mutually determined by the purchaser and the City Manager. 2. The bond purchase agreement is approved, and the City Manager is authorized to execute the agreement and the City Clerk is authorized to attest his signature. 3. The Preliminary Official Statement has been examined and determined to be accurate in the information therein contained. 4. The City Council hereby approves the Preliminary Official Statement and distribution thereof is hereby authorized. 5. The Preliminary Official Statement is final except for certain information which will not be known until the time of sale and is therefore "deemed final" within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934 of the federal Securities and Exchange Commission. 6. The City Manager is authorized to sign on behalf of the City the Preliminary Official Statement and the final Official Statement to be derived therefrom. 7. The Continuing Disclosure Certificate attached to the Preliminary Official Statement is approved, and the City Manager is authorized to execute the agreement and the City Clerk is authorized to attest his signature. S. The Finance Director is directed to have the bonds printed, and that the same be signed, sealed and delivered to the purchaser upon receipt of the amount therefor, in accordance with the terms and conditions contained in the agreement and the proceedings held pursuant to the Resolution and any amendments thereto. DATED: July 17, 1996 1, JENNIFER M. PERRIN, City Clerk of the City of Lodi, do hereby certify that Resolution No. 96 io3 was passed and adopted at a regular meeting of the City Council of the City of Lodi, held July 17, 1996, by the following vote: AYES: Councilmembers - Davenport, Mann, Pennino, Sieglock and Warner (Mayor) NOES: Councilmembers - None ABSENT: Councilmembers - None ABSTENTIONS: Councilmembers - None _amu. _ `_J � •._ Z112:20TI. PERRIN, -C4 Clerk -2- EXHIBIT A Due September 2 Amount Rate Price 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Exhibit A Pacre 1 3344 !� 7HHW:MDC:mc 47/17/96 07!11196 CITY OF LODI Limited Obligation Improvement Bonds Lodi Central City Revitalization Assessment District No. 95-1 Series 1996-1 CONTRACT OF PURCHASE City of Lodi 221 West Pine Street Lodi, California 95240 Ladies and Gentlemen: 1996 The undersigned (the "Underwriter"), hereby offers to enter into this Contract of Purchase with you, the City of Lodi. California (the "City"), for the purchase by the Underwriter and sale by you of your City of Lodi, Limited Obligation Improvement Bonds, Lodi Central City Revitalization Assessment District No. 95-1, Series 1996-1 specified below. This offer is made subject to acceptance by the City prior to 11:59 o'clock P.M.. Pacific time, on the date hereof, and upon such acceptance this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon both the City and the underwriter. 1. Upon the terms aiie, conditions and upon the basis of the representations set forth herein the Underwriter hereby agrees to purchase from the City and the City hereby agrees to ,ell to the Underwriter all (hut not less than all) of the S aggregate principal amount of City of Lodi, Limited Obligation Improvement Bonds, Lodi Central City Revitalization Assessment District No. 95-1, Series 1996 (the "Bonds"), to be dated the date of the delivery thereof (the Bonds being more fully described in the Official Statement dated the date hereof relating to the Bonds. the "Official Statement"), at an aggregate purchase price of S , consisting of the par amount of S , less an underwriter's discount of S . The Bonds are being issued pursuant to the provisions of The Bond Improvement Act of 1915 (the "Band Act"). The Bonds shall be ax described in, and shall be issued and secured under and pursuant to a Resolution Determining Unpaid Assessment; and Providing for the Issuance of Bonds adopted by the City Council of the City on , 1996 (the "Resolution of Issuance"). Pursuant to the Resolution of Issuance. First Trust of California. National Association, will act as paying agent. registrar and transfer agent for the Bonds ("Paying Agent"). The Bonds shall mature on September 2 in the years and in the •amounts, and shall bear interest, as set forth in Exhibit A attached hereto. The. Bonds shall be issued in the denominations of 55,400 or integral multiples thereof. The Underwriter agrees to make a public offering of the Bonds at the initial offering prices as set forth in the Official Statement, which prices may be changed lrotn tulle to tithe by the Underwriter. You. the City, authorize the use of copies of the Resolution of issuance in connection with the public offering and sale of the Bonds. (S) executed copy of the Continuing Disclosure Cel-Lificate. t9) at or prior to the Ciosinv, the Under -writer shall deliver its certificate to the. City. dated tilt ;ante of Closing, to the effect that: (i) To the hest of the Underwriter's knowlecl,c, City ha. responded tuliy� and to Lille best of Underwrice r'S4knowledgc, ::ccunttely. to u11 reque,ts t'or inforaliaLtOrl requested by Underwriter for II1CluSioll in tilt Off!Ciid JtaLemetlt: iii) Underwriter has had acre" to and has rrtado a eoinplete investigation of the race, and circumstances relating to tie project and proceedin,,s of the City conSiStent with iLs diligcrice obligations underlie hederid securities laws, and to the Bonds to be issued with respect thereto, including without limitation, he following: (1 _l The purpose of the project and the Bands; (? ; The application Of the proceeds of the Bonds to the project; (_?) The types of the rroperties subject to the assessment in the proceedings; (4) The nature of the typical bondholders' risks in invebting in the Bonds; (�) The bondholders' rights and reniedies in the event of default in payment of [lie principal of and interest on the Bonds; ;10) At or prior to the C:lo,ing, tilt Underwriter shall deliver a certificate in form and substance ;aLI;Cactory to Bend Counsel, substantially in the; forth of Exhibit B hereto. (1, 1) such addiLiotlal legal opinions, certificates, proceedings, instruments and other dWCUrncrts as we may reasonably request to evidence compliance by the City with legal requirement;, the truth and accuracy. as of the time of Closing, of the representations of the City herein and the glue performUnce or satisfacLion by the City at or prior to .00h time of all agreements then to be performed and :all conditions then to be satisfied by the City. 5. If the City shall be unable to satisfy the conditions to the Underwriter's Obligations contained in this Contract of Purchase Or it the Underwriter's obligations shall be terminated For any reason permitted herein. Lhis Contract of Purchase shatll terminate and neither the Underwriter nor the City shall have any further obligation hereunder. 6. The Underwriter shall be under no obligation to pay and the City shall pay or cause to be paid the expeuse5 incident to the performance of the obligations of cite City hereunder including but not limited to (a) the cost; of the preparation and printing-, or other re.prOdUC-tion (for distribution on or prior to the date lnereof) of the resolutions and other :legal proceedin_zs and the detitittive Bonds. (b) the fees and disbursements of ally counsel, financial advisors, accountants or other experts or consultants retainc;l by the City; (c) the ices and c.isbursements of Bond Counsel and Disclosure Counsel; (d) the cost of preparation and printing of the Preliminary Official Statement and any supplements and .:nlendrneats thereto and the cost of preparation and printing of the Official Staienient, 'Including the reLlt,isite number of copies Thereof for distribution by the Underwriter: and (c) charges of rating agencies for the rating of the Bonds. •h.