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HomeMy WebLinkAboutMINUTES - 02121991 - H.1 (2) 2 s MARK PRESSMAN ASSOCIATES Investment Banking 250 Montgomery Street; Suite 1200 San Francisco, CA 94104 FAX: (415) 421-0755 (415) 421-7300 P February 12,1991 The Board of Supervisors County of Contra Costa 651 Pine,Street-Suite 106 Martinez, California 94553 Re: Rancho Paraiso Assessment District No.1990-1 Dear Board of Supervisors: MARK PRESSMAN ASSOCIATES (MPA), as managing underwriter (the "Underwriter"), of the above referenced issue, hereby offers to purchase all, but not less.than all, bonds to be offered by the County of Contra Costa(the "County") pursuant to the provisions of the Municipal Improvements Act of 1913 and the Improvement Bond Act of 1915, Division 10 of the California Street and Highways Code to represent the cost of improvement bonds in the Rancho Paraiso Assessment District (the "District"). Amount of Bonds: $6,000,000.00 Form of Bonds: Registered bonds to be issued serially. Bond denominations in multiples of $5,000.00 or any integral thereof,except that one bond may contain any odd . amount. First Interest Payment and Maturity Schedule: The first interest payment on the Bonds shall be March 2, 1992, with principal payments commencing September 2, 1992,and annually thereafter as specified below: 1992, $ 10,000.00 . 2005 $ 180,000.00 1993 10;000.00 2006 205,000.00 1994 10,000.00 2007 235,000.00 1995 20,000.00 2008 265,000.00 1996 30,000.00 2009 300,000.00 1997 40,000.00 2010 335,000.00 1998 55,000.00 2011 465,000.00 1999 70,000.00 2012 515,000.00 2000 •85,000.00 2013 570,000.00 2001 100,000.00 2014 630,000.00 2002 115,000.00 2015 695,000.00 2003 135,000.00 2016 765,000.00 2004 160,000.00 Price: 98.75%of par value plus accrued interest. Term:' 25 years. Net Interest Cost: 8.1736% Mailing Address: P.O. Box 26690, San Francisco, CA 94126 County of Contra Costa February 12,1991 Page Two Interest Rates: 1992 6.00% 2005 7.90% 1993 6.25 2006 8.00 1994 6.50 2007 8.00 1995 6.75 2008 8.00 1996 7.00 2009 8.10 1997 7.20 2010 8.10 1998. 7.40 2011 8.10 1999 7.50 2012 8.10 2000 7.60 2013 8.20 2001 7.70 2014 8.20 2002 7.80 2015 8.20 2003 7.85 2016 8.20 2004 7.90 Date of Bonds and Closing Date: February 27,1991 Foreclosure Clause: Not later,than October 1 in any year, the County shall file an action in the Superior Court to foreclose the lien of each delinquent assessment if the sum of uncured assessment delinquencies for the preceding fiscal year exceeds five percent (5%)of the assessment installments posted to the tax roll for that fiscal year, and if the amount of the special reserve fund is less than the Reserve Requirement as described in the Resolution Authorizing Issuance of Bonds (the 'Resolution"). Reserve Fund: The County shall establish a Reserve Fund in the amount of three percent(3%) of bond proceeds. In our view,it is reasonably required for this issue,and vital to the marketing of the Bonds,that proceeds from the investment of monies in said reserve fund will be credited to the Redemption Fund to be applied to debt service. Redemption Premium: 3%of unmatured principal on thirty(30)days notice to bondholders. Paying Agent and Registrar: Bank of America No Litigation: A no litigation certificate of the County shall accompany the Bonds at delivery. Legal Opinion: The opinion of Sturgis,Ness,Brunsell & Sperry, Emeryville, California, without qualification and without expense to the Underwriter as to the legality of the proceedings leading to the issuance of the Bonds and as to the federal and state tax status of the Bonds. Such opinion,dated as of the Closing Date,to be printed on the Bonds when issued. Conditions Precedent: The obligation 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: County of Contra Costa February 12, 1991 Page Three. (a) The County shall have delivered or caused to have been delivered to the Underwriter prior to the execution of this Purchase Contract or the first sale of the Bonds, whichever first occurs, copies of the Preliminary Official Statement dated February 12, 1991 relating to the Bonds (the "Preliminary Official Statement") deemed final by the County for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") and to satisfy Municipal Securities Rulemaking Board (the "MSRB") Rule G-32 or any other rules adopted by the MSRB, and approved for distribution by resolution of the County. Within seven business days from the date hereof, the County shall deliver to the Underwriter a final Official Statement, executed on behalf of the County by-an authorized representative of the County and dated the date of delivery thereof to the Underwriter, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the County and the Underwriter (the "Official Statement"). The Preliminary Official Statement and the Official Statement, including the cover pages, the appendices thereto and all information incorporated therein-by reference are hereinafter referred collectively to as the "Official Statement." The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. (b) The Resolution 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 Sturgis, Ness, Brunsell & Sperry, Emeryville, California, Bond Counsel for the County, shall be necessary and appropriate; (c) Between the date hereof and the closing date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been adversely affected in a material way, in the reasonable judgment of the Underwriter,(evidenced by a written notice to the County 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 (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 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, 4 ' County of Contra Costa February 12,1991 Page Four 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 amended, 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) Any amendment to the Federal or California Constitution or action by any Federal or California court, legislative body, or other authority materially adversely affecting the tax status of the County, its property, income, securities (or interest thereon), validity or enforceability of the assessment or the ability of the County to construct or acquire the improvements as contemplated by the Resolution and the Official Statement; (4) 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 County,`the improvement project, the landowners, or the property assessed;or (5) Any calamitous act of God such as flooding, land movement, or other which directly or indirectly affects the value of the property assessed and/or the security of the Bonds. (6) The declaration of war or engagement in major military hostilities by the United States or the occurence of any other national emergency or calamity relating to the effective operation of the government or the financial community of the United States. (7) The declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange. Limited Obligation: The Bonds shall be"limited obligations" of the County,pursuant to section 8769(b) of the California Streets and Highway Code, secured only by the property assessed in these proceedings with no County financial responsibility for bond debt service. County Covenant: The County shall covenant in the Resolution to take any action within its powers to maintain the tax-exempt status of the Bonds. Place of Closing: To be arranged. Time of Closing: Not later than 48 hours after the County notifies the undersigned that the Bonds are ready for delivery. If the subject Bonds are not available for delivery by 5:00 p.m. on the aforementioned Closing Date,the Underwriter reserves the right to renegotiate the price and/or the rate of interest. Expiration: This offer expires at noon on February 13,1991. Very truly yours, MARK PRESSMAN ASSOCIATES Mark Pressman ,