HomeMy WebLinkAboutAgr 2006-04-26 (Wulff Hansen)
WULFF, HANSEN & CO.
ESTABLISHED 1931
INVESTMENT BANKERS
351 California Street, Suite 1000
San Francisco, CA 94104
April 26, 2006
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H1J APR 2 0 2006 W
Honorable Town Council
Town of Tiburon
Marin County
Tiburon, California
TOWN CLERK
.TDWN OF .:r~BURON
Re: Town of Tiburon
Lyford Cove Utility Undergrounding Supplemental Assessment District
Bond Purchase Agreement
Dear Members of the Council:
WULFF, HANSEN & CO., as Managing Underwriter (the "Underwriter") of the Limited Obligation
Improvement Bonds, Town of Tiburon, Lyford Cove Utility Undergrounding Supplemental
Assessment District (the "Bonds"), hereby offers to purchase all, but not less than all, Bonds to be
offered by the Tow~ of Tiburon (the "Town") pursuant to the Improvement Act of 1915, being
Division 10 of the California Streets and Highways Code (the "Bond Act"), and Resolution No. 20-
2006 adopted by the Town Council on April 19, 2006 (the "Resolution") and executed by the Town
for and on behalf of the Lyford Cove Utility Undergrounding Supplemental Assessment District (the
"District").
Principal
Amount of Bonds:
$2,002,561
Form of Bonds:
The Bonds in definitive form shall be in fully registered, in
denominations of $5,000 or any integral multiple thereof with any
odd lot amount in the last maturity. The Bonds will be physically
issued in fully registered form and will be eligible for registration with
Cede & Co., as nominee for The Depository Trust Company
("DTC").
Town of Tiburon
April 26, 2006
Page 2
First Interest Payment
and Maturity Schedule:
Form of Payment:
Price:
Average Interest Rate:
Net Interest Cost:
True Interest Cost:
Date of Bonds and
Closing Date:
Interest Rates:
Reserve Fund:
Redemptions and
Redemption Premium:
Cash Pay-Off of
Assessments:
Paying Agent:
Interest on the Bonds shall be payable on September 2 and March 2 of
each year commencing September 2, 2006, with principal payment
commencing September 2, 2026, and annually thereafter in the
amounts specified below:
Due Principal
Seotember 2 Amount
Due
Seotember 2
Principal
Amount
2026 10,000 2033 80,000
2027 15,000 2034 90,000
2028 20,000 2035 180,000
2029 35,000 2036 380,000
2030 45,000 2037 410,000
2031 55,000 2038 440,000
2032 65,000 2039 177,561
Federal Funds Wire to the account of the Town.
$1,964,561, an underwriter's discount of $38,000.00
5.2102732%
5.2731065%
5.3354349%
May 10, 2006
Ma turi ty Interest Maturity Interest
Seotember 2 Rate Seotember 2 Rate
2026 5.000% 2033 5.150%
2027 5.000% 2034 5.150%
2028 5.000% 2035 5.200%
2029 5.050% 2036 5.200%
2030 5.050% 2037 5.250%
2031 5.100% 2038 5.250%
2032 5.100% 2039 5.250%
The Town has agreed to establish a Reserve Fund initially in the
amount of 2% of the par amount of Bonds issued.
Any March 2 or September 2 at 102% of par.
Cash payoffs of assessments by property owners received by the Town
(less 2% reserve fund and 2% capitalized interest allowance) have
reduced the amount of Bonds issued in the last maturity of the subject
supplemental bond issue by $175,229 to $1 77,561.
The Bank of New York Trust Company, N.A. (the "Paying Agent").
Town of Tiburon
April 26, 2006
Page 3
No Litigation:
Legal Opinion:
Conditions Precedent:
A no litigation certificate of the Town shall accompany the Bonds at
closing.
The opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, with only customary qualifications and without
expense to the Underwriter to be printed on the Bonds.
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:
(a) The Town shall have delivered or cause 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 April 20, 2006 relating to the
Bonds (the "Preliminary Official Statement") deemed final by the
Town 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 Town.
Within seven business days from the date hereof, the Town shall deliver
to the Underwriter a final Official Statement, executed on behalf of the
Town by an authorized representative of the Town 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
Town 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."
(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 Jones Hall, A Professional Law
Corporation, San Francisco, California, Bond Counsel for the Town,
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 materially
adversely affected, in the judgment of the Underwriter (evidenced by a
written notice to the Town 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
Town of Tiburon
April 26, 2006
Page 4
Limited Obligation:
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, including any or all underlying
arrangements, are not exempt from registration under the
Securities Act of 1933, as amended, or that the Resolution is not
exempt from qualification under 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 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 Bonds, the Town or its property, income, securities (or
interest thereon), the validity or enforceability of the
assessments with respect to the Bonds or the ability of the Town
to construct or acquire the improvements contemplated to be
financed by the Bonds;
(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;
(5) Any calamitous act of God such as flooding,
land movement, or other event which directly or indirectly
affects the security of the Bonds; or
(6) The declaration of war or engagement in major
military hostilities by the United States or the occurrence of any
other national emergency or calamity relating to the effective
operation of the government or the financial community of the
United States.
The Bonds shall be "limited obligations" of the Town, pursuant to
section 8769(b) of the California Streets and Highway Code, secured
Town of Tiburon
April 26, 2006
Page 5
Judicial Foreclosure:
Town Covenants:
Expenses:
only by the property assessed in these proceedings with no Town
financial responsibility for bond debt service.
The Town has covenanted in the resolution to initiate judicial
foreclosure in the event of a delinquency in the payment of assessment
installments under certain circumstances as described in the Official
Statement.
The Town shall covenant in the resolution (and as more fully described
in the Resolution of Issuance) to:
(1) Take any action within its powers to maintain the tax-
exempt status of the Bonds:
(2) if on any date which payment on the Bonds is due, there
are insufficient funds in the Redemption Fund to pay all amounts so
due, transfer from any balance in the Reserve Fund to the Redemption
Fund, funds equal to the amount of delinquency;
(3) annually do all things necessary to assure that the
annual assessment installments appear properly on the secured property
tax bills;
(4) preserve and protect the security of the Bonds and the
rights of the Bondholders, subject to the provisions of the Resolution;
and
(5) punctually pay, from the Redemption Fund, the interest
on and principal of and redemption premium, if any, to become due on
every Bond issued under the Resolution.
Except as herein described, all expenses and costs of the Town incident
to the performance of its obligations in connection with the
authorization, issuance, sale and delivery of the Bonds to the
Underwriter shall be paid for by the Town from the proceeds of the
Bonds or contributions by the owners of the property assessed. The
Underwriter shall not be responsible for and the Town shall pay from
the proceeds of the Bonds or contributions by the owners of the
property assessed all fees and reasonable expenses of Bond Counsel and
other professional advisors employed by the Town, fees and expenses
of the Paying Agent, all preparation and printing costs for the final
Official Statement, including all costs of reproduction and distribution
thereof; local advertising for the Bonds; all costs of staff consulting,
preparing the Purchase Contract, the Official Statement, and the
Resolutions, including all costs of photography reproduction and
distribution thereof; costs of preparation, printing, signing,
transportation, delivery, safekeeping of the Bonds; and overnight cost
of funds thereon; costs of obtaining the overlapping debt statement;
regulatory agency fees, property owner notices and travel by Town
staff, Town officials, or the Town's professional advisors. The Town's
obligation to pay any of the foregoing expenses shall be contingent
upon the issuance and delivery of the Bonds as contemplated by this
Purchase Contract and the receipt by the Town of the purchase price of
the Bonds as set forth above.
Apr 26 06 11:32a
Ann Danforth
510 524-090"1-
~'l.FF HANSEN
Town of1iburol'l
Apnl 25.20015
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C~nttnlllng Di~duur..:
r!le 7owr: wil! 1l11d!rtllke ptlrsUl\r.t :0 ~he R~so:l.ItiQ.' il.lld . C:>n~~t:.ljll&
Disclosure Certlfietl.tel 10 DfU...jd~ 1I1)"l.lalrepott$ otr.d Mlices of ,cr:ain
m.terill\ ClVC'HS. A duc.irti(\n [lftnls under\r.~:l1S is .~et fOl'lh ill rhe
Prelimll'la~\1 Orficial Statement and 1lIj(1 Oll~o be set forlr. in the Final
Official S~i!eme.1.
Offic~ of Bond COuns.el ill San rtetlcisco,
2'-'ol :..tcf thn." 48 hourg trier the Town notifie~ the ul!de~jgn6d lha~
t!\t B.o'\<!f Mt ready for deJh'~ry 1~1he $ubJ~el Bond$ an nc; dtli\lered
by ~.OO ~.m. o.n tl'lB ufottmclltloncd deJi"er~ dt\t~t thl: Und~TW(jll:f
rC'CrVl;$ t~c tllht to adjtl!t the price to be pAul for Ihe Bondllllnd/or Ihc
nte (If :n10retl,
Tiii" (offer cxpir(:~ ;It 12.: 00 p m on Apri! 26. 2006
nl.~ I1greemenr m3y c:: Cltoclltcclll'l COllr.tc:-plr~3 by the "1I~~LCl9 hereto,
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Reviewed ~n\' accepted by:
TOWN 01-" TJhURON
By:
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