Loading...
HomeMy WebLinkAbout84-12 D AUG 1 F 1983 DD CITY OF UKIAH CITY OF UKIAH RESOLUTION APPROVING PRELIMINARY OFFICIAL STATEMENT I�M- AND AUTHORIZING AND DIRECTING THE SALE OF $18, 000, 000 PRINCIPAL AMOUNT OF CITY OF UKIAH ELECTRIC REVENUE BONDS, SERIES A Resolution No. 84-12 WHEREAS, the City Council of the City of Ukiah, by a resolution and first supplemental resolution adopted this day, duly provided for the issuance of $18, 000, 000 principal amount of City of Ukiah Electric Revenue Bonds, Series A (herein called the "Bonds of Series A" ) , and it is desirable that the Bonds of Series A be offered for public sale at this time; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as follows: Section 1 . The Bonds of Series A shall be offered at public sale. Wednesday, September 7, 1983, at 10: 00 A.M. , is hereby fixed as the time, and the office of Rauscher Pierce Refsnes, Inc . , 1 California Street, San Francisco, California is hereby fixed as the place, at which bids will be received for the purchase of the Bonds of Series A, subject to the terms and conditions of the notice of sale hereinafter set forth. Section 2 . The City Clerk is hereby authorized and directed to cause the notice of sale of the Bonds of Series A to be published once, at least one week before said date of sale, in The Ukiah Daily Journal, a newspaper of general circulation in the City of Ukiah and the County of Mendocino, State of California. The notice shall be in substantially the following form: OFFICIAL NOTICE OF SALE $18, 000, 000 CITY OF UKIAH ELECTRIC REVENUE BONDS, SERIES A NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City Council of the City of Ukiah (hereinafter called the "City" ) on September 7, 1983 at 10: 00 A.M. , California time, at 1 California Street, Suite 2750, San Francisco, California for the purchase of $18, 000, 000 principal amount of City of Ukiah Electric Revenue Bonds, Series A (the "Bonds" ) , authorized to be issued under the provisions of Resolution No. 84-10 of the City Council of the City adopted August 17, 1983 and a First Supplemental Resolution adopted August 17, 1983 (collectively the "Resolution" ) . The Bonds (except as to interest rate) are more particularly described in said Resolution (which is incorporated herein by reference) and copies thereof will be furnished to any interested bidder upon request. The Bonds hereby offered for sale are generally described as follows: ISSUE AND DENOMINATION: $18, 000, 000 principal amount of Bonds issuable as fully registered bonds in 2 denominations of $5, 000 and any integral multiple thereof (not exceeding the principal amount of Bonds maturing at any one time) , all dated September 1, 1983 . INTEREST RATE: Maximum not to exceed twelve percent ( 12%) per annum, payable June 1, 1984 and semiannually thereafter on December 1 and June 1 of each year. Bidders must specify the rate or rates of interest which the Bonds shall bear. Bidders will be permitted to bid different rates of interest; but (i ) the interest rate specified for the Bonds of any maturity shall not be less than the interest rate specified for the Bonds of any prior maturity; (ii ) each interest rate specified in any bid must be a multiple of one-twentieth of one percent ( 1/20 of 1%) per annum; (iii ) no Bond shall bear more than one rate of interest; (iv) each Bond shall bear interest from its date to its stated maturity date at the interest rate specified in the bid; and (v) all Bonds maturing at one time shall bear the same rate of interest. Any premium must be paid in clearinghouse funds as part of the purchase price. Bids which do not conform to the terms of this paragraph will be rejected. 3 MATURITIES: The Bonds will mature as follows: Maturity Maturity Date Principal Date Principal June 1 Amount June 1 Amount 1985 $60, 000 1998 $230, 000 1986 65, 000 1999 255, 000 1987 70, 000 2000 280, 000 1988 80, 000 2001 310, 000 1989 90, 000 2002 345, 000 1990 100, 000 2003 385, 000 1991 110, 000 2004 425, 000 1992 120, 000 2005 475, 000 1993 135, 000 2006 525, 000 1994 150, 000 2007 585, 000 1995 165, 000 2008 645, 000 1996 185, 000 2018 12, 005, 000 1997 205, 000 SINKING FUND: The Resolution creates a Series A Sinking Fund Account (the "Series A Sinking Fund Account" ) to be used for the redemption and payment of the term Bonds maturing on June 1, 2018, and the City is required to deposit sinking fund payments into the Series A Sinking Fund Account during the years ending on the dates and in the amounts as set forth in the following schedule: Year Year Ending Sinking Fund Ending Sinking Fund June 1 Payment June 1 Payment 2009 $720, 000 2014 $1,210, 000 2010 795, 000 2015 1, 345, 000 2011 885, 000 2016 1, 490, 000 2012 980, 000 2017 1, 655, 000 2013 1, 090, 000 2018 1, 835, 000 REDEMPTION: Term Bonds are subject to mandatory redemption prior to their maturity date on any June 1 on or 4 after June 1, 2009, in part solely from sinking fund payments deposited in the Series A Sinking Fund Account, upon published notice as provided in the Resolution, at the principal amount thereof and accrued interest thereon to the date of redemption. Bonds maturing by their terms on or after June 1, 1995 are subject to redemption prior to their respective maturity dates, at the option of the City, as a whole on any date on or after June 1, 1994 or in part on any interest payment date on or after June 1, 1994, from funds derived by the City from any source other than sinking fund payments, upon published notice as provided in the Resolution, at the following redemption prices (computed upon the principal amount of Bonds or portions thereof called for redemption) together with accrued interest to the date of redemption, to wit: 103% if redeemed prior to June 1, 1995; 102 1/2% if redeemed thereafter and prior to June 1, 1996; 102% if redeemed thereafter and prior to June 1, 1997; 101 1/2% if redeemed thereafter and prior to June 1, 1998; 101% if redeemed thereafter and prior to June 1, 1999; 100 1/2% if redeemed thereafter and prior to June 1, 2000; and 100% if redeemed thereafter and prior to maturity. 5 If less than all the Bonds are to be redeemed at the option of the City at any one time, the Bonds of the latest maturity date or dates shall be redeemed prior to or simultaneously with the redemption of any Bonds maturing prior thereto. If less than all the Bonds of any one maturity date are to be redeemed at any one time, the Fiscal Agent shall select the Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair. PURPOSE: The Bonds are authorized to provide funds for the acquisition and construction of a hydroelectric generating unit to be installed at Coyote Dam on Lake Mendocino in Mendocino County, California, together with related transmission facilities, including payment of costs incidental to or connected with such acquisition and construction (the "Project" ) . SECURITY: The Bonds are revenue bonds payable exclusively from the Net Revenues of the City' s Enterprise and Net Distribution Income (as those terms are defined in the Resolution) . A Bond Reserve Account will be established from the proceeds of the Bonds. Bidders are referred to the Resolution and the Official Statement for further particulars., FISCAL AGENT: Bank of America, National Trust and Savings Association, San Francisco, California, will be the Fiscal Agent for the payment of principal and interest and for the registration of the Bonds, and will hold in trust the Bond Reserve Account established pursuant to the Resolution. 6 PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the principal office of the Fiscal Agent, Bank of America, National Trust and Savings Association, in San Francisco, California. TAX EXEMPT STATUS: In the event that prior to the delivery of the Bonds (a) the income received from any private holder from bonds of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax law, either by the terms of such law or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court (except to the extent that interest may be taxable on any bond held by a substantial user or related person of the Project within the meaning of Section 103 (b) of the Internal Revenue Code) , or (b) any federal income tax law is adopted which will have a substantial adverse tax effect on holders of the Bonds as such, a successful bidder may, at its option, prior to the tender of the Bonds by the City, be relieved of its obligation under the contract to purchase the Bonds and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe, A Professional Corporation, of San Francisco, California, approving the validity of the Bonds, 7 will be furnished to the successful bidder without cost. A copy of the legal opinion, certified by the City Clerk of the City, in whose office the original will be filed, will be printed on each Bond. TERMS OF SALE Award: As between acceptable proposals complying with this Notice of Sale, the Bonds will be sold to the highest responsible bidder whose proposal offers to purchase all the Bonds at such rate or rates of interest as will produce the lowest net interest cost to the City. The lowest net interest cost will be determined by deducting the amount of the premium bid (if any) from the total amount of interest which the City would be required to pay from the date of the Bonds to their respective maturity dates or redemption dates (assuming that the term Bonds maturing on June 1, 2018 are redeemed from sinking fund payments as scheduled) at the interest rate or rates specified in the proposal . It is requested that each proposal be accompanied by a statement of the net interest cost for the Bonds computed as specified in this Notice of Sale, but such statement is not to be considered as a part of the proposal. Right of Rejection: The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. 8 Prompt Award: The City will take action awarding the Bonds or rejecting all bids not later than 24 hours after the expiration of the time herein prescribed for the receipt of bids, unless such time of award is waived by the successful bidder. Notice of award will be given promptly to the successful bidder. Delivery and Payment: Delivery of the Bonds will be made to the successful bidder at the principal office of the Fiscal Agent in San Francisco, California, as soon as the Bonds can be prepared, which the City estimates will be within 30 days from the date of sale. Payment for the Bonds must be made in bank funds immediately available to the City in San Francisco, California. The purchaser must pay accrued interest, computed on a 360-day year basis, from the date of the Bonds to the date of delivery. The cost of printing the Bonds will be borne by the City. Right of Cancellation: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the City shall fail to execute the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying its bid. Form of Bid: All bids must be for not less than all of the Bonds hereby offered for sale, and for not less than the par value thereof and accrued interest to date of delivery. Each bid, together with bidder' s check, must be 9 enclosed in a sealed envelope addressed to the City Manager of the City of Ukiah and endorsed "Proposal for City of Ukiah Electric Revenue Bonds, Series A. " Bid Check: With each bid must be submitted a certified check or cashier' s check for $180, 000, drawn on a bank or trust company transacting business in the State of California and payable to the order of the City, to secure the City from any loss resulting from the failure of the bidder to comply with the terms of its bid. CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds shall be paid by the City, but the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the purchaser. No Litigation: There is no litigation pending concerning the validity of the Bonds or the title of the officers signing the Bonds to their respective offices, and the City will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Bonds. Official Statement: The City has prepared a preliminary official statement relating to the Bonds, a copy 10 of which will be furnished to any interested bidder upon request to the undersigned or to the City' s financing consultants, Rauscher Pierce Refsnes, Inc. , 1 California Street, Suite 2750, San Francisco, California. The successful bidder will be furnished with 200 copies of the final official statement, without charge, for distribution in connection with the resale of the Bonds. Certificate: At the time of delivery of the Bonds, the purchaser will receive a certificate, signed by an officer of the City, confirming to the purchaser that, to the best of the knowledge of said officer, the final official statement, as of the date of sale of the Bonds and as of the date of delivery thereof, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Dated: August 19, 1983 D. Kent Payne City Manager of the City of Ukiah Section 3 . The City Clerk is hereby authorized and directed to cause a notice of intention to sell the Bonds of Series A to be published once in The Wall Street Journal, Western Edition, at least 15 days prior to September 7, 1983 . Such notice shall include the date, time and place of 11 the intended sale and the amount of the Bonds of Series A to be sold. Section 4. The preliminary official statement of the City, relating to the Bonds of Series A, in substantially the form submitted to this meeting, is hereby approved, subject to such additions to or changes as the City Manager may approve. Section S . Rauscher Pierce Refsnes, Inc. , financing consultants to the City (herein called the "Financing Consultants" ) , is hereby authorized and directed to cause copies of said preliminary official statement to be mailed to prospective bidders for the Bonds of Series A, together with copies of the notice of sale. Section 6. The Financing Consultants are further authorized, in their discretion, to cause the notice of sale, or a summary or general announcement thereof, to be published in The Daily Bond Buyer, in New York, New York. Such publication shall constitute additional notice of the sale of the Bonds of Series A, and no failure to make such publication or defect or error in such publication shall affect the sale of the Bonds of Series A. Section 7 . The City Manager is hereby authorized and directed to give written notice of the proposed sale of the Bonds of Series A to the California Debt Advisory Commission no later than 10 days prior to the sale of the Bonds of Series A. 12 Section 8. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or adivsable in order to consummate the issuance, sale and delivery of the Bonds of Series A and otherwise to effectuate the purposes of this Resolution and the transactions contemplated thereby. Section 9 . All actions heretofore taken by the officers, employees and agents of the City in connection with or related to the issuance and sale of the Bonds of Series A are hereby approved, ratified and confirmed. Section 10. This resolution shall take effect from and after its passage and approval . 13 PASSED AND ADOPTED on August 17, 1983 by the following vote: AYES: Counci lmembers Dickens , Hickey, Myers, Kelley NOES: None ABSENT: Counci 1 member Fei busch Approved: Mayor of the City of Ukiah, California [ SEAL] ATTEST: -yet�� r— Deputy City Cler of the City of Ukiah, California 14 CITY CLERK' S CERTIFICATE I , Hattie Tillotson, City Clerk of the City of Ukiah, California, hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of the City of Ukiah, California duly and regularly and legally held at the regular meeting place thereof on August 17, 1983, of which meeting all the members of said City Council had due notice and at which a majority thereof was present. At said meeting said resolution was adopted by the following vote: Ayes: Counci lmembers Dickens , Hickey, Myers , Kelley Noes: None Absent: Counci lmember Fei busch I have carefully compared the same with the original minutes of said meeting on file and of record in my office and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes, and said original resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: 1983 . Deputy City Clerk of the City of Ukiah, California (Seal) is