HomeMy Public PortalAboutResolution 29-93 Local Improvement District no. 3 sale RESOLUTION NO. 29-93
A RESOLUTION OF THE CITY OF MCCALL, VALLEY COUNTY, IDAHO,
APPROVING, PURSUANT TO SECTION 12 OF ORDINANCE NO. 641, ADOPTED BY
THE MAYOR AND COUNCIL ON JULY 28, 1993 , A BOND PURCHASE AGREEMENT
BETWEEN THE CITY OF MCCALL AND WESTHOFF-MARTIN & ASSOCIATES FOR THE
SALE OF THE LOCAL IMPROVEMENT DISTRICT NO. 3 BONDS OF THE CITY OF
MCCALL; ORDERING THE BONDS TO BE PRINTED; AUTHORIZING THE MAYOR,
CITY CLERK, AND CITY TREASURER TO EXECUTE ADDITIONAL DOCUMENTS; AND
PROVIDING FOR OTHER MATTERS RELATING TO LOCAL IMPROVEMENT DISTRICT
NO. 3
WHEREAS, by adoption of Ordinance No. 641 on July 28, 1993,
the Mayor and Council of the City of McCall, Valley County, Idaho
(the "City") , authorized the issuance of the City's Local
Improvement District No. 3 ("L.I.D. No. 3") bonds in the principal
amount of $5,200, 000 (the "Bonds") and the sale of the Bonds to
Westhoff-Martin & Associates, of Lafayette, California (the
"Underwriter") , subject to certain interest rate and bond maturity
restrictions, all subject to final approval by the City Council
(the "Council") of the City; and
WHEREAS, the Underwriter has presented to the City a written
(' offer to purchase the Bonds, setting forth the rates of interest
and other terms and conditions of the sale of the Bonds, all as
authorized by Ordinance No. 641, and the Council desires to accept
such offer and approve the sale and delivery of the Bonds in
accordance with such offer.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MCCALL, as follows:
Section 1: The Bond Purchase Agreement between the City and
the Underwriter in the form annexed hereto as Exhibit "A" is hereby
approved, and the Mayor and City Clerk are hereby authorized to
execute the same on behalf of the City.
Section 2 : The City's bond counsel is hereby authorized and
directed to cause the Bonds to be printed in accordance with the
Bond Purchase Agreement and the provisions of Ordinance No. 641 of
the City. The Bonds shall be executed in accordance with Section 3
of Ordinance No. 641, and shall be delivered to West One Bank,
Idaho, Boise, Idaho, for authentication and delivery.
Section 3 : The Mayor, City Clerk, City Treasurer, and other
officers of the City, or any one or more of such officers, as may
be appropriate to the circumstances, are hereby authorized to
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execute all such further documents and certifications as may be
necessary to effectuate the sale and delivery of the Bonds in
accordance with Ordinance No. 641 and the Bond Purchase Agreement.
DATED this 12th day of August, 1993 .
CITY OF MCCALL
Valley County, Idaho
(71/-0—)
By / /A.
444
Mayor
ATTEST:
4t/44. 1
City Clerk
,
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CITY OF McCALL
(VALLEY COUNTY, IDAHO)
LOCAL IMPROVEMENT DISTRICT NO. 3
SPECIAL ASSESSMENT BONDS
BOND PURCHASE AGREEMENT
August 12, 1993
Honorable City Council
City of McCall
216 Park Street
McCall, Idaho 83638
Dear Honorable Council:
WESTHOFF-MARTIN & ASSOCIATES, the ("Underwriter"), acting not as a
fiduciary for you, but on behalf of itself, hereby offers to enter into this Bond Purchase
Agreement (the "Agreement") with you, the City of McCall (the "City"), for the purchase
of the Bonds herein described. The Underwriter will purchase the Bonds from the City at
a price as further described herein. This offer is made subject to the City's acceptance of
this Agreement prior to 11:59 o'clock p.m, Idaho time, on the date set forth above, or such
later date as may be mutually agreed upon. If this offer is not so accepted, this offer will
be subject to withdrawal by the Underwriter upon notice delivered to the City at any time
prior to delivery of the Bonds. Upon acceptance, this Agreement shall he in full force and
effect in accordance with its terms and shall be binding upon the City and the Underwriter.
1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the
representations, warranties and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the City and the City hereby agrees to issue and deliver, on behalf
of the Local Improvement District No. 3 for McCall, Idaho (the "District") to the
Underwriter, all (but not less than all) of the City of McCall (Valley County, Idaho), Local
Improvement District No. 3, Special Assessment Bonds (the "Bonds"), dated as of August
15, 1993, in an aggregate principal amount of $5,200,000. The Bonds shall have the
maturities and bear interest at the rates shown in Exhibit A. Such interest is payable
annually on August 15 of each year, commencing August 15, 1994. The Bonds are subject
to redemption at the prices and according to the terms of Ordinance No. 641, adopted by
the City Council of the City on July 28, 1993, as amended (the "Bond Ordinance").
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The total purchase price of the Bonds shall be $5,042,961.80, which is the aggregate
principal amount of the Bonds ($5,200,000), less an underwriting discount ($117,000), less
an original issue discount ($40,038.20), plus accrued interest to the date of closing (as
hereinafter defined) (the purchase price for the Bonds shall hereinafter be referred to as
the "Purchase Price"). The Bonds shall otherwise be substantially in the form described
in and shall be issued, delivered and secured under and pursuant to, and shall be payable
and subject to redemption as provided in the Bond Ordinance, the Official Statement
relating to the Bonds (the "Official Statement"), Title 50, Chapter 17 of the Idaho Code,
and Title 57, Chapter 9 of the Idaho Code, (collectively, the references to the Idaho Code
shall be hereinafter referred to as the "Bond Act").
(b) At 8:00 o clock a.m., Idaho time, on August 25, 1993, or on such date
as we mutually agree upon (the "Closing Date"), the City will deliver or cause to be
delivered to the Underwriter, at a location or locations within the United States of America
to be designated by the Underwriter, the Bonds in definitive form, duly executed and
authenticated. The Underwriter will accept such delivery and pay to the order of the City
the purchase price of the Bonds as set forth in subparagraph (a) above in lawful money
of the United States of America, payable by wire transfer of immediately available funds
(such delivery and payment being herein referred to as the "Closing"). The definitive
Bonds shall be delivered as fully registered Bonds in such denominations and registered in
such names as the Underwriter shall have requested in writing to the Bond Registrar at
least five (5) business days prior to the Closing.
(c) By its acceptance of this Agreement, the City approves the Official
Statement, with such changes as may be made thereto, with the approval of Davis Wright
Tremaine, Bond Counsel (the "Bond Counsel") and the Underwriter, from time to time
prior to the Closing Date. The City hereby authorizes the Underwriter to use and
distribute in connection with the offer and sale of the Bonds the Official Statement, the
Bond Ordinance, this Agreement and all information contained herein, and all other
documents, certificates, and statements furnished by the City to the Underwriter in
connection with the transactions contemplated by this Agreement.
(d) The Underwriter agrees to make a bona fide public offering of all the
Bonds at the initial offering price set forth in the Official Statement, which price may be
changed from time to time by the Underwriter. The City hereby ratifies the use by the
Underwriter of any preliminary Official Statement in the marketing of the Bonds.
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2. Representations, Warranties and Agreements of the City.
The City represents and warrants to and agrees with the Underwriter as of the date
hereof and as of the Closing Date that:
(a) The City is duly organized and validly existing as a City under the
Constitution and laws of the State of Idaho and has, and at the Closing Date will have,
full legal right, power, and authority (i) to enter into this Agreement, (ii) to issue, sell and
deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out, give effect
to, and consummate the transactions contemplated by this Agreement, the Bond Ordinance,
the Official Statement, and any City resolutions, or agreements referred to therein.
(b) The City has complied, and will at the Closing Date be in compliance,
in all material respects, with the agreements on its part contained in the Bond Ordinance,
the Bond Act, and all other applicable laws and the agreements referred to in subsection
(a) hereof.
(c) The City has, or prior to the Closing Date, will have, duly and validly:
(i) adopted the Bond Ordinance and approved and authorized the execution and delivery
of the Bonds, this Agreement, the Official Statement, and any other applicable agreements;
and (ii) authorized and approved the performance by the City of its obligations contained
in, and the taking of any and all action as may be necessary to carry out, give effect to, and
consummate the transactions contemplated by, each of said documents; and at the Closing
Date (assuming due authorization, execution, and delivery by the respective other parties
thereto, where necessary), the Bonds, the Bond Ordinance, this Agreement, and any other
applicable agreements will constitute the valid and legal special obligations of the City,
binding in accordance with their terms (the Bonds of which are payable solely from the
collection of assessments levied on all property subject to assessment within the District),
enforceable in accordance with their respective terms, subject to bankruptcy,insolvency, and
other laws affecting the enforcement of creditors' rights in general and to the application
of equitable principles if equitable remedies are sought.
(d) The City is not, and at the Closing Date will not be, in any respect
material to the transactions referred to herein or contemplated hereby, in breach of or
default under any law or administrative rule or regulation of the State of Idaho, the United
States of America, of any department, division, agency, or instrumentality of either thereof,
or any applicable court or administrative decree or order, of any loan agreement, note
resolution, indenture, contract agreement, or other instrument to which the City is a party
or is otherwise subject or bound; and the adoption of the Bond Ordinance, and the
execution and delivery of the Bonds, this Agreement, any other applicable agreements, and
the other instruments contemplated by any of such documents to which the City is a party,
and compliance with the provisions of each thereof, will not, in any respect material to the
transactions referred to herein or contemplated hereby, conflict with or constitute a breach
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of or default under any applicable law or administrative rule or regulation of the State of
Idaho, the United States of America, or of any department, division, agency, or
instrumentality of either thereof, or any applicable court or administrative decree or order,
of any loan agreement, note, resolution, indenture, contract, agreement, or other instrument
to which the City is a party or is otherwise subject or bound.
(e) All approvals, consents,authorizations, elections, and orders of or filing
or registrations with any governmental authority, board, agency, or commission having
jurisdiction over the City which would constitute a condition precedent to, or the absences
of which would materially adversely affect, the performance by the City of its obligations
hereunder and under the Bond Ordinance, the Bonds, and any other applicable agreements
have been obtained.
(f) The Bonds, the Bond Ordinance, and other applicable agreements
conform as to form and tenor to the descriptions thereof contained in the Official
Statement; and the Bonds, when delivered to and paid for by the Underwriter on the
Closing Date as provided herein, will be validly issued and outstanding and entitled to all
the benefits and security of the Bond Ordinance.
(g) The special assessments referred to in the Official Statement have been
duly and lawfully levied under and pursuant Title 50, Chapter 17, of the Idaho Code, and
the Bond Act, and such assessments constitute valid and legally binding liens on the
properties on which they have been levied, all as described in the Official Statement.
(h) As disclosed in the Official Statement, there are no outstanding
assessment liens levied by the City against the properties within the District which are
senior to the assessment liens referred to in paragraph (g) hereof.
(i) To the best knowledge of the City, the Official Statement is, and will
be, as of the Closing Date, true, correct, and complete in all material respects; and, to the
best knowledge of the City, the Official Statement does not, and will not, as of the Closing
Date, 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 light of the
circumstances under which they were made, not misleading.
(j) The City: (i) certifies to the Underwriter, as of the date hereof, that
the Preliminary Official Statement, dated July 30, 1993, and furnished in relation to the
proposed sale of the Bonds (the "Preliminary Official Statement"), was "deemed final"
(within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of
1934 ("Rule 15c2-12") by the City as of its date, with permitted omissions: (ii) agrees to
provide the Underwriter with as many copies as may be requested of the final Official
Statement adopted by the City in relation to the sale by the City of the Bonds within seven
(7) business days after the date hereof, at the sole cost and expense of the City; and (iii)
agrees to provide the Underwriter, by written notice, of any "developments that impact the
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accuracy and completeness of the key representations" (within the meaning of Rule 15c2-
12) contained in the final Official Statement, which may occur in the period commencing
as of the date hereof and ending on the 90th day next following such date of acceptance,
unless such final Official Statement is available from a "nationally recognized municipal
securities information repository" (within the meaning of Rule 15c2-12), in which event
such period shall end on the 25th day next following such date of acceptance.
(k) The Bond Ordinance creates a valid pledge of, lien upon, and security
interest in the unpaid assessments in the District imposed to secure the Bonds and the
interest on such unpaid assessments and the moneys in all funds and accounts established
pursuant to the Bond Ordinance, including the investments thereof, subject in all cases to
the provisions of the Bond Ordinance permitting the application thereof for the purposes
and on the terms and conditions set forth therein.
(1) No action, suit, proceeding, inquiry, or investigation, at law or in
equity, before or by any court, regulatory agency, or public board or body is pending, or to
the best knowledge of the City, threatened, in any way affecting the existence of the City
or the titles of its officers to their respective offices or seeking to restrain or to enjoin the
issuance, sale, or delivery of the Bonds, the applications of the proceeds thereof in
accordance with the Bond Ordinance, the collection or application of assessments pledged
to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way
contesting or affecting the validity or enforceability of the Bonds, the Bond Ordinance, any
other applicable agreements, this Agreement, or any action of the City contemplated by any
of said documents, or in any way contesting the completeness or accuracy of the Official
Statement or the powers of the City or its authority with respect to the Bonds, the Bond
Ordinance, any other applicable agreements, this Agreement, or any action of the City
contemplated by any of said documents, or in any way seeking to enjoin or restrain the City
from approving the development of any of the property within the District, or which would
adversely affect the exclusion from gross income of interest paid on the Bonds from federal
income taxation or exemption under Idaho personal income taxation; nor to the best
knowledge of the City, is there any basis therefor.
3. Conditions to the Obligations of the Underwriter.
The Underwriter hereby enters into this Agreement in reliance upon the
representations and warranties of the City contained herein and in reliance upon the
representations and warranties to be contained in the documents and instruments to be
delivered at the Closing and upon the performance by the City of its obligations hereunder,
both on and as of the date hereof and as of the Closing Date. Accordingly, the
Underwriter's obligations under this Agreement, to accept delivery of and pay for the
Bonds on the Closing Date shall be subject, at the option of the Underwriter; (1) to the
accuracy in all material respects of the representations and warranties on the part of the
City contained herein as of the date hereof and as of the Closing Date; (2) to the accuracy
in all material respects of the statements of the officers and other officials of the City made
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in any certificate or other document furnished pursuant to the provisions hereof; (3) to the
performance by the City of its obligations to be performed hereunder and under the Bond
Ordinance at or prior to the Closing Date; and (4) to the following additional conditions:
(a) The improvements being financed by the City within the District must
be owned and controlled by the City upon acquisition thereof by the City.
(b) The representations and warranties of the City contained herein shall
be true, complete and correct in all material respects on the date hereof and on the Closing
Date, as if made on and at the time of Closing.
(c) At the time of the Closing, the Bond Ordinance, this Agreement, and
any other applicable agreements, shall have been duly authorized, executed, issued and
delivered by the respective parties thereto, in substantially the forms heretofore presented
to the Underwriter, with only such changes as shall have been agreed to by the
Underwriter, and said agreements, documents and instruments shall be in full force and
effect, and shall not have been amended, modified or supplemented, except as shall have
been agreed to by the Underwriter; and the Underwriter shall have received, in appropriate
form, evidence thereof.
(d) At the time of the Closing Date, the assessments for the Bonds shall
have been approved and confirmed by the City and filed in the office of.the Recorder of
Valley County, Idaho.
(e) Between the date hereof and the Closing Date, the market price or
marketability of the Bonds shall not have been materially adversely affected, in the
judgment of the Underwriter (evidenced by a written notice to the City terminating the
obligation of the Underwriter to accept delivery of and make any payment for the Bonds),
by reason of any of the following:
(1) legislation enacted (or resolution passed) by or introduced or
pending legislation amended in the Congress or recommended for passage by the President
of the United States, the Secretary of the Treasury or any member of Congress, or a
decision rendered by a court established under Article III of the Constitution of the United
States or by the Tax Court of the United States, or an order, ruling, regulation (final,
temporary or proposed), press release, or other form of communication issued or made by
or on behalf of the Treasury Department of the United States or the Internal Revenue
Service, with the purpose or effect, directly or indirectly, of imposing federal income
taxation upon interest as would be received by the owners of the Bonds with respect to the
Bonds;
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(2) the declaration of war or engagement in major military
hostilities by the United States or the occurrences of any other national emergency or
calamity relating to the effective operation of the government of or the financial community
of the United States;
(3) the declaration of a general banking moratorium by federal,
New York or Idaho authorities, or the general suspension of trading on any national
securities exchange;
(4) the imposition by the New York Stock Exchange or other
national securities exchange, or any governmental authority, of any material restrictions not
now in force with respect to the Bonds or obligations of the general character of the Bonds
or securities generally, or the material increase of any such restrictions now in force,
including those relating to the extension of credit by, or the charge to the net capital
requirements of, the Underwriters; or
(5) legislation enacted (or resolution passed) by or introduced or
pending legislation amended in the Congress or recommended for passage by the President
of the United States, 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 communication issued or made by or on behalf of the Securities and
Exchange Commission, or any other governmental agency having jurisdiction of 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 or other requirements from which
they are now exempt under the Securities Act of 1933, as amended, or that the Bond
Ordinance 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 the Bonds, including any or all underlying
arrangements as contemplated hereby, otherwise is or would be in violation of the federal
securities laws as amended and then in effect.
(f) At or prior to the Closing Date, the Underwriter shall have received
the following documents, in each case satisfactory in form and substance to the
Underwriter:
(1) a certified copy of the Bond Ordinance duly executed and
delivered by the respective parties;
(2) the approving opinion, dated the Closing Date and addressed
to the City, of Bond Counsel, and an opinion of such counsel, dated the Closing Date and
addressed to the Underwriter, to the effect that such opinion may be relied upon by the
Underwriter to the same extent as if such opinion were addressed to them;
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(3) a certificate or certificates, dated the Closing Date, signed by
the Mayor or another duly authorized official of the City as may be authorized pursuant to
the Bond Ordinance, and in form and substance satisfactory to the Underwriter, to the
effect that, to the best of his or her knowledge, (A) the representations and warranties of
the City contained in Section 2 of this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the Closing Date;
and (B) no litigation is pending or threatened (i) to restrain or enjoin the issuance, sale or
delivery of any of the Bonds or the validity of the assessments, (ii) in any way contesting
or affecting the validity of this Agreement, the Bonds or the Bond Ordinance, or (iii) in any
way contesting the existence or powers of the District or the City;
(4) The supplemental opinion, dated the Closing Date and
addressed to the Underwriter, of Bond Counsel, substantially to the effect that
(i) the statements contained in the Official Statement, on
the cover and under the captions "THE BONDS",
"SECURITY FOR THE BONDS", "REDEMPTION OF THE
BONDS", "THE ASSESSMENT DISTRICT AND THE
PROJECT-The Assessment District",and "BONDOWNERS'
RISKS", insofar as such statements purport to summarize
certain provisions of the Bonds and/or the formation and
existence of the District, and "TAX EXEMPTION", insofar
as such statements purport to summarize certain provisions of
Federal and State of Idaho law, are accurate in all material
respects;
(ii) the Bonds are exempt from registration under the
Securities Act of 1933, as amended, and the Bond Ordinance,
as amended, is exempt from qualification under the Trust
Indenture Act of 1939, as amended; and
(iii) the Official Statement has been duly authorized,executed
and delivered, and this Contract has been duly authorized,
executed and delivered by the City and, assuming due
authorization, execution and delivery by the other parties
thereto, constitutes a legal, valid and binding agreement of the
City enforceable in accordance with its terms, subject to laws
relating to bankruptcy, insolvency or other laws affecting the
enforcement of creditorsrights generally and the application
of equitable principles if equitable remedies are sought.
(5) a non-arbitrage certificate in form satisfactory to Bond Counsel;
(6) a 10b-5 opinion of Disclosure Counsel;
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(7) A Certificate of Representations and Warranties of Spring
Mountain Ranch Limited Partnership (the "Developer"),in the form of Exhibit B, attached
hereto, signed by an authorized officer of the Developer;
(8) An opinion, dated the Closing Date and addressed to the
Underwriter, of counsel to the Developer, substantially to the effect that
(i) In such counsel's capacity as counsel to the Developer, such
counsel has reviewed the contents of the Preliminary Official
Statement;
(ii) In such counsel's knowledge, the statements in the
Preliminary Official Statement and the Official Statement under the
captions or subcaptions "INTRODUCTORY STATEMENT", "THE
BONDS", "SECURITY FOR THE BONDS", "REDEMPTION OF
THE BONDS", "SOURCES AND USES OF PROCEEDS", "THE
ASSESSMENT DISTRICT AND THE PROJECT", "PROFILE OF
THE COMMUNITY OF MCCALL", "BONDOWNERSRISKS",
' and "ABSENCE OF MATERIAL LITIGATION" insofar as such
statements relate to the property in the proposed development, the
ownership of said property, the financing and development of said
property (including disclosure of the absorption study and the
appraisal), or the Developer, as the case may be, and any contractual
arrangements with respect thereto,do not contain any untrue statement
of material fact or omit to state a material fact necessary to make the
statements therein,in light of the circumstances under which they were
made, not misleading;
(iii) In such counsel's knowledge, the Developer has not
submitted an application for, and has not received actual notice of,
(a) the formation or authorization of any local
improvement district or other type of financing
district which would include any portion of the
land within the District, or
(b) the authorization or issuance of any debt secured
by a special tax or assessment to be levied on any
portion of the land within the District.
(iv) In such counsel's knowledge, none of the subject property
is delinquent in the payment of any taxes or assessments.
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(9) A no-litigation opinion, dated the Closing Date and addressed to
the Underwriter, of counsel to the Developer, substantially to the effect that
(i) There is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, governmental
agency, public board or body, pending or threatened against the
Developer affecting the existence of the Developer or the titles of its
officers to their respective offices or seeking to prohibit, restrain or
enjoin the sale, execution or delivery of the Bonds or the collection of
assessments pledged or to be pledged to pay the principal of and
interest on the Bonds, or the pledge of and lien on the funds and
accounts pursuant to the Bond Ordinance, or contesting or affecting
the tax-exempt status of interest on the Bonds, or in any way contesting
or affecting the validity or enforceability of the Bonds or the Bond
Ordinance, or contesting the powers of the Developer or its authority
to enter into, adopt or perform its obligations under any of the
foregoing, or contesting in any way the completeness or accuracy of the
Preliminary Official Statement, the Official Statement, or any
amendment or supplement thereto, nor, in such counsel's knowledge,
is there any basis for any such suit, action, proceeding, inquiry or
investigation, wherein a final adverse decision, ruling, or finding could
materially adversely affect the validity or enforceability of the Bonds,
the Contract of Purchase or the Bond Ordinance or the operations or
financial condition of the Developer or the ability of the Developer to
perform its obligations under the foregoing.
(ii) No proceedings are pending or to the best of such
counsel's knowledge threatened in which the Developer may be
adjudicated as bankrupt or discharged from any or all of its debts or
obligations or granted an extension of time to pay its debts or a
reorganization or readjustment of its debts.
(iii) No action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court,regulatory agency,public board
or body, is pending or to the best of such counsel's knowledge
threatened in any way seeking to restrain or enjoin the development
of our property or in any way seeking to invalidate or set aside any
plat on land the Developer owns in the District.
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(10) such additional legal opinions, certificates, proceedings,
instruments and other documents as the Underwriter or Bond Counsel may reasonably
request to evidence the truth and accuracy, as of the date hereof and as of the Closing
Date, of the representations of the City herein, and the due performance or satisfaction
by the City at or prior to the Closing of all agreements then to be performed and all
conditions then to be satisfied by the City in connection with the transactions contemplated
hereby and by the Bond Ordinance.
(g) On the Closing Date,immediately following the receipt of the proceeds
of the sale of the Bonds, the Reserve Account for the Bonds shall be funded in an initial
amount of five percent (5%) of the principal amount of the Bonds. This amount is
determined by the Underwriter to be reasonably required in marketing the Bonds.
4. Expenses.
(a) Neither the City nor the Underwriter shall be under any obligation to
pay, other than out of Bond proceeds, any expenses incident to the City's or the
Underwriter's obligations hereunder, including, but not limited to, (i) the fees and
disbursements of any accountants and other experts, consultants or advisers retained; (ii)
the cost of preparation, printing and mailing or delivery of the definitive Bonds; (iii) the
cost of preparation, printing and distribution of the Preliminary Official Statement and of
the Official Statement; (iv) the fees and disbursements of Bond Counsel; (v) the fees and
disbursements of Disclosure Counsel; (vi) the fees and disbursements of the Bond Registrar,
and its counsel; (vii) the cost of any appraisals used in connection with the marketing of the
Bonds; and (viii) the costs of publication or mailing of notices as required by the Bond
Ordinance.
(b) The Underwriter shall pay (i) all advertising expenses in connection
with the public offering of the Bonds (ii) the cost of preparation of this Agreement and (iii)
all other expenses incurred by them or any of them in connection with the public offering
and distribution of the Bonds.
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5. Notices.
Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to:
The City: City of McCall
P.O. Box 1065
216 Park Street
McCall, Idaho 83638
Attn: City Clerk
w/copy City Attorney
Underwriter: Westhoff-Martin & Associates
3675 Mt. Diablo Blvd., Suite 350
Lafayette, CA 94549
Attn: Mr. Mark Holmstedt
6. Parties in Interest: Governing Law.
This Agreement is made solely for the benefit of the City and the Underwriter
(including successors or assigns of the Underwriter) and no other person shall acquire or
have any right hereunder or by virtue hereof. This Agreement shall be governed by the
laws of the State of Idaho.
7. Survival of Representations and Warranties.
The representations and warranties of the City set forth in or made pursuant
to this Agreement shall not be deemed to have been discharged, satisfied or otherwise
rendered void by reason of the Closing or termination of this Agreement and regardless of
any investigations or statements as to the results thereof made by or on behalf of the
Underwriter and regardless of delivery of and payment for the Bonds.
8. Counterparts.
This Agreement may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
•
Honorable City Council
City of McCall
Page - 13 -
9. Effective.
This Agreement shall become effective and binding upon the respective
parties hereto upon the execution of the acceptance hereof by a duly authorized officer of
the City, and shall be valid and enforceable as of the time of such acceptance.
Very truly yours,
WESTHOFF-MARTIN & ASSOCIATES
By:
R. Thomas Westhoff
President
ACCEPTED AS OF THE DATE ABOVE STATED:
CITY OF McCALL
By:
A'll` 'ST:
City Clerk
ACCEP IED AS OF THE DATE ABOVE STATED:
SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP
y. b'Neal cipvisio, dyc• 1 Psi iec
By: rdet
Name: PCS S- 0',Vela
Title: Pre srd
RUG 12 '93 11:14AM WESTHOFF-MARTIN
P.2/2
Honorable City Council
Cis), of McCall
Page - 13 -
9. =Win.
This Agreement shall become effective and binding upon the respective
parties hereto upon the execution of the acceptance hereof
the City, and shall be valid and enforceable as of the time by such ccepta authorized officer of
Very truly yours,
WESTHOFF-MARTIN & ASSOCIATES
By: di" .4•0./..r:• 4111.1",
• . .onus "esto
President
ACCEPTED AS OF THE DATE ABOVE STATED:
crry OF McCALL
/1°9
By: / ISS
A
ty er!" �.. -
ACCEPTED AS OF THE DATE ABOVE STATED:
SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP
By:
Name:
Title:
EXHIBIT "A,,
CITY OF McCALL
(VALLEY COUNTY, IDAHO)
LOCAL IMPROVEMENT DISTRICT NO. 3
SPECIAL ASSESSMENT BONDS
Year
(August 15) Amount Coupon Price
1996 $ 160,000 4.75% 100.000%
1997 $ 170,000 5.00% 100.000%
1998 $ 175,000 5.25% 99.782%
1999 $ 185,000 5.50% 99.499%
2000 $ 195,000 5.80% 99.437%
2001 $ 205,000 6.00% 99.378%
2002 $ 220,000 6.20% 99.325%
2003 $ 235,000 6.35% 99.275%
2004 $ 250,000 6.50% 99.230%
2005 $ 265,000 6.65% 99.190%
2006 $ 280,000 6.80% 99.154%
2007 $ 300,000 6.90% 99.120%
2008 $ 320,000 7.00% 99.540%
2009 $ 345,000 7.00% 99.056%
2010 $ 370,000 7.00% 99.024%
2011 $ 395,000 7.05% 98.999%
2012 $ 420,000 7.05% 98.972%
2013 ' $ 710,000 7.05% 98.947%
$5,200,000
f• .
EXHIBIT B
$5,200,000
CITY OF MCCALL
(VALLEY COUNTY, IDAHO)
LOCAL IMPROVEMENT DISTRICT NO. 3
SPECIAL ASSESSMENT BONDS
CERTIFICATE OF REPRESENTATIONS
AND WARRANTIES OF THE
DEVELOPERS
The undersigned authorized officer of SPRING MOUNTAIN RANCH LIMITED
PARTNERSHIP, an Idaho limited partnership, with O'Neill Enterprises, Inc. as the
general partner, and the developer of the project within the above-referenced Local
Improvement District No. 3 (the "Developer"), does hereby certify that:
(i) I have reviewed the contents of the Preliminary Official Statement dated as
of July 30, 1993 prepared in connection with the issuance of the above-
referenced Bonds(the "Preliminary Official Statement"),and I have reviewed
the contents of this Certificate and have met with our counsel for the purpose
of discussing the meaning of its contents;
(ii) Any and all information submitted to the City of McCall (the "City"), Haight
& Haight, disclosure counsel, and Westhoff-Martin & Associates, as the
underwriter (the "Underwriter"), in connection with the preparation of the
Preliminary Official Statement and the Official Statement, dated August _,
1993 (the "Official Statement"), was and is true and correct;
(iii) The statements in the Official Statement under the captions or subcaptions
"INTRODUCTORY STATEMENT", "THE BONDS", "SECURITY FOR
THE BONDS", "REDEMPTION OF THE BONDS", "SOURCES AND
USES OF PROCEEDS", "THE ASSESSMENT DISTRICT AND THE
PROJECT", "PROFILE OF THE COMMUNITY OF MCCALL",
"BONDOWNERS' RISKS", and "ABSENCE OF MATERIAL
LITIGATION" insofar as such statements relate to the property in the
proposed development, the ownership of said property, the financing and
development of said property(including disclosure of the absorption study and
the appraisal), or the Developer, as the case may be, and any contractual
arrangements with respect thereto, do not contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(iv) No proceedings are pending or to the best of my knowledge threatened in
which the Developer may be adjudicated as bankrupt or discharged from any
or all of its debts or obligations or granted an extension of time to pay its
debts or a reorganization or readjustment of its debts;
(v) No action, suit,proceeding, inquiry or investigation, at law or in equity, before
or by any court, regulatory agency, public board or body, is pending or to the
best of my knowledge threatened in any way seeking to restrain or enjoin the
development of our property or in any way seeking to invalidate or set aside
any plotted maps on land the Developer owns in the Local Improvement
District No. 3;
(vi) Any and all information submitted by the Developer to Toothman-Orton, the
assessment engineer, in its preparation of the Engineer's Report, and to
Brad Janoush, the appraiser, in connection with the preparation of the
Appraisal Report, was and is true and correct;
(vii) The Developer covenants that so long as the Bonds are outstanding, the
Developer will not bring any action, suit, proceeding, inquiry or investigation
at law or in equity, before any court, regulatory agency, public board or body
which in any way seeks to challenge or overturn Local Improvement District
No. 3, the levy of the assessments in accordance with the terms of the
ordinances of the City or the validity of the Bonds or proceedings leading
up to their issuance;
(viii) The Developer has not submitted an application for, and has not received
actual notice of,
(a) the formation or authorization of any local improvement district
or other type of financing district which would include any
portion of the land within Local Improvement District No. 3,
or
(b) the authorization or issuance of any debt secured by a special
tax or assessment to be levied on any portion of the land within
Local Improvement District No. 3.
(ix) None of the subject property is delinquent in the payment of any taxes or
assessments;
Dated: August 25, 1993
SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP
By:
Name:
Title: