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HomeMy WebLinkAboutResolution #0778R ~1 EXCERPT FROM THE MINUTES OF A REGULAR MEETING OF THE CITY OF CANTON, ILLINOIS HELD AT 6:30 O'CLOCK P.M. ON SEPTEMBER 19, 1978. The City Council of the City of Canton, Illinois, met in regular public session at 6:30 o'clock P.M., on September 8, 1978, at the regular meeting place of the City Council, namely, at the Council Chambers, City Hall, 210 East Chestnut Street, Canton, Illinois. Present were Harlan E. Crouch, Mayor, Nancy S. Whites, City Clerk, and the following named Aldermen: Absent: (Other Business) There was presented to the meeting a proposed Purchase Contract dated September 19, 1978 by Smith Barney, Harris Upham & Co. Incorporated, Chicago, Illinois ("Smith Barney") pursuant to which Smith Barney pro- poses to purchase $50,000 Tax Allocation Bonds, Series 1978 of this City dated as of August 1, 1978, which bonds were authorized by an ordinance of the Canton City Council approved July 5, 1978. After discussion of the proposed Purchase Contract the following resolution was thereupon introduced and read in full: Be it resolved, by the City Council of the City of Canton, Illinois: RESOLUTION NO . '7 7 A RESOLUTION APPROVING AND CONFIRMING SALE OF $50,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS, SERIES 1978, AND DETERMINING THE INTEREST RATES THEREOF. WHEREAS, this City Council has heretofore authorized the issuance of $50,000 principal amount of Tax Allocation Bonds, Series 1978 (.the "Bonds"); and WHEREAS, there is before this meeting a form of Purchase Contract dated September 19, 1978 (.the "Purchase Contract") executed by Smith Barney, Harris ~~ Upham & Co. Incorporated ("Smith Barney"), accompanied by a certified check payable to the City of Canton in the amount of $1,000.00, which Purchase Contract calls for purchase by Smith Barney of the Bonds at a purchase price of $50,000 plus accrued interest from August 1, 1978 to the date of delivery, said Bonds to bear interest as follows: Maturity Principal Amount Interest Rate 1982 $25,000 8% 1983 $25,000 8% and WHEREAS, it has been determined that it is in the best interests of the City of Canton to award said Bonds to Smith Barney in accordance with the terms of the Purchase Contract; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS AS FOLLOWS: Section 1. The sale of said $50,000 principal amount of Tax Allocation Bonds, Series 1978, to Smith Barney, Harris Upham & Co. Incorporated, at a price of par and accrued interest is hereby approved and confirmed. Section 2. The Bonds shall bear interest as follows: Maturities Principal Amount Interest Rates December 1, 1982 $25,000 8% December 1, 1983 $25,000 8% Section 3. The Mayor and the City Clerk are hereby authorized and directed to execute the Purchase Contract on behalf of the City and de- liver a counterpart to Smith Barney. The good faith check of Smith Barney shall be held by the City Treasurer for return to Smith. Barney upon its pay- ment for the Bonds. Section 4. The Mayor is hereby designated the city official responsible for issuing the Bonds for purposes of signing arbitrage bond certifications required by the U.S. Department of Treasury. Section 5. That this Resolution shall be in full force and effect upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. - 2 - ~ ~, PASSED by the City Council of the City of Canton, Illinois and APPROVED by the Mayor thereof this f 9 t N day of S L! r' T L i'1'1 ~ L l~ 1978 . A?rROVED: , MAYOR HARLAN E. CROUCH ATTEST: `, (.G-y~,~.{, 3~-~-~~~L-t(~_ CITY CLERK NAN S. WHITES It was moved by .^.l~er~-~r.~, SAY? Ch and seconded by .~.lde`^*".an. S~_2'i~^_'!~?'t that the resolution be adopted, and upon roll being called the following voted: Aye: ''°~^".",,, ,cl ^,!~.^„v}±, Sepich, C~rl_, Peak, Churchi~ 1, Yerbic, Danr.,e~. Nay: T?I,?e~, [~11.111^t„S, SCp~l<.r,}Zo.,;-~.~,. (.Other Business) - 3 - STATE OF ILLINOIS ) COUNTY OF FULTON ) I, Nancy S. Whites, hereby certify that I am the qualified and acting City Clerk of the City of Canton, Illinois and that I am the legal custodian of the papers and records of the City, and as such officer I further certify that I have compared the attached excerpts with the original minutes of the meeting of the City Council held on September 19, 1978, and that such excerpts are a complete and correct transcript of said original minutes insofar as they pertain to the adoption of a resolution entitled "A RESOLUTION APPROVING AND CONFIRMING SALE OF $50,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS, SERIES 1978, AND DETERMINING THE INTEREST RATES THEREOF." WITNESS my officia signatur and the corporate seal of the City this ~ day of ~ ~.,.~.~L' 1978. City lerk (SEAL) - 4 T f ~ r w $50,000 CITY OF CANTON, ILLINOIS TAX ALLOCATION BONDS, SERIES 1978 Purchase Contract City of Canton City Hall Canton, Illinois September 19, 1978 Council Members: The undersigned, acting as Underwriter (herein sometimes referred to as the "Underwriter"), offer to enter into the follow- ing agreement with you, City of Canton, Illinois (herein sometimes referred to as the "City"), which, upon your acceptance of this offer, will become binding upon you and upon the Underwriter. This offer is made subject to your acceptance by a duly adopted resolu- tion and execution of this Purchase Contract and its delivery to us on or before 11:00 P.M., Chicago Time, September 25, 1978. 1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth, we hereby agree to purchase from you for offering to the public, and you hereby agree to sell to us for such purpose, all (but not less than all) of $50,000 principal amount of Tax Allocation Bonds, Series 1878, dated August 1, 1978 (hereinafter called the "Bonds"), the Bonds having the maturities and bearing interest at the rates stated below, at the purchase price of par plus interest accrued on said Bonds from August 1, 1978 to the date of the Closing. Principal Coupon Maturity Amount Rate December 1, 1882 $25,000 8% December 1, 1983 25,000 8% 2. The Bonds shall be as described in, and shall be issued pursuant to Ordinance No. 661 (the "Ordinance") adopted by the City Council on July 5, 1978, and shall be payable at the office of the City Treasurer. 3. Delivered to you herewith is a certified or bank cashier's check payable to the order of the City in Chicago Clearing House funds for $1,000. You agree to hold this check uncashed until the Closing as security for the performance by us of our ob- ligation to accept and pay for the Bonds at the Closing, and in the event of our compliance with such obligation such check shall be returned to us at the Closing. In the event you do not accept this offer, such check shall be immediately returned to us. In the event of your failure to deliver the Bonds at the Closing, or if you shall be unable to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, such check shall be immediately returned to us. In the event that the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, such check shall be retained by you as and for liquidated damages for such failure and for any defaults hereunder on the part of the Underwriter and the cashing of such check or checks shall constitute a full-release and discharge of all claims and damages for such failure and for any and all such defaults. 4. At the time of or before your acceptance hereof, you shall deliver to us a certified copy of the Ordinance and the reso- lution of the City authorizing execution and delivery of this Pur- chase Contract. 5. You represent and warrant to the Underwriter that (i) the City is a municipality duly organized under the Laws of the State of Illinois and has full legal right, power and authority to issue the Bonds, and consummate all other transactions contemplated by the Ordinance; (ii) the City has duly adopted the Ordinance and has duly authorized all action for the issuance of the Bonds, and the acceptance of this Purchase Contract; (iii) when delivered to and paid for by us in accordance with the terms of this Purchase Contract, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding obliga- tions of the City and will be entitled to the benefits of the Or- dinance; (iv) the acceptance of this Purchase Contract, the adoption of the Ordinance, the execution and delivery of the Bonds, and the compliance with the provisions thereof, do not and will not conflict with or constitute on the part of the City, a violation of, breach of or default under any constitutional provision, statute, ordinance, indenture, mortgage, deed of trust, resolution, note agreement, or other agreement or instrument to which the City is bound, or, to the knowledge of the City, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the City or any of its activities or properties; and all consents, approvals, authorizations and orders of governmental or regulatory authorities which are required for the consummation of the trans- actions contemplated thereby have been obtained; (v) there is no action, suit, proceeding, inquiry or investigation, at law or in -2- equity, or before or by any court, public board or body pending or known to be threatened against or affecting the City, nor to the best of the knowledge of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Purchase Contract, or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Ordinance, this Purchase Con- tract, or any agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated by this Purchase Contract. 6. At 10:00 A.M., Chicago Time, on November 1, 1978, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by you and us in writing, you will deliver to us the Bonds in definitive form and duly executed, to- gether with the other documents hereinafter mentioned; and we will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof by certified or bank cashier's check or checks payable to the order of the City in Chicago Clearing House funds. At the same time you shall return to us uncashed the check referred to in Paragraph 3 hereof. Delivery and payment as afore- said shall be made at the offices of Smith Barney, Harris Upham & Co. Incorporated, in Chicago, Illinois. This payment and delivery is herein called the "Closing". The Bonds will be delivered as coupon bonds in authorized denominations. 7. The obligations of the Underwriter hereunder are subject to the accuracy in all material respects of the representa- tions and warranties of the City contained herein as of the date hereof and the date of the Closing and to the following additional conditions: (a) At the time of the Closing: (1) The Ordinance shall be in full force and effect, and shall not have been amended, modified or supplemented since the date hereof except as may have been agreed to in writing by us, and you shall have duly adopted and there shall be in full force and effect such additional ordinances, resolutions or agreements as shall, in the opinion of Carlson and Froehlich, Bond Counsel, be necessary in connection with the transactions contemplated hereby; (2) The Bonds shall have been duly authorized and executed in accordance with the provisions of the Ordinance; (3) The City shall perform or have performed -3- all of its obligations required under or specified in this Purchase Contract and the Ordinance to be performed at or prior to the Closing. (b) We may terminate this agreement by notification to you if at any time subsequent to the date hereof and at or prior to the Closing (i) legislation shall be enacted by the Congress or adopted by either House there- of or a decision by a Court of the United States or The Tax Court of the United States shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made, with respect to Federal taxation upon in- terest received on bonds of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the Federal income tax consequences of interest on bonds of the general character of the Bonds in the hands of the holders thereof, which in our opinion materially affects the market price of the Bonds; (ii) legislation shall be enacted by the General Assembly of the State of Illinois or adopted by either House thereof or a decision by a court of the State of Illinois shall be rendered which would materially affect the validity of the Bonds; or (iii) the United States shall have be- come engaged in hostilities which have resulted in a dec- laration of war or a national emergency, or there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by United States or New York State au- thorities. (c) At or prior to the Closing, we shall receive the following documents: (1) The unqualified approving opinion of Carlson and Froehlich, Bond Counsel, as to the Bonds, dated the day of the Closing; (2) A certificate, dated the day of the Closing, executed by the Mayor and City Clerk of the City to the effect that each of the representations and warranties set forth in Paragraph 5 hereof is true, accurate and complete in all material respects as of the Closing and each of the agreements of the City, as set forth in this Purchase Contract to be complied with at or prior to the Closing, has been complied with; (3) A certificate, dated the day of Closing, executed by the Mayor and City Clerk of the City and -4- by John J. McCarthy, City Attorney, to the effect (i) that no service of legal process has been made on the City or any member or officer thereof with respect to any legal proceedings, and no legal pro- ceedings are pending or to the best of their knowl- edge threatened against the City or any officer thereof to restrain or enjoin the issuance or deliv- ery of any of the Bonds, or the collection of the taxes or revenues pledged or to be pledged to pay the principal of, and interest on, the Bonds, or in any way contesting or affecting the validity of the Bonds, the Ordinance or this Purchase Contract, or the collection of said taxes or revenues or the pledge thereof, or contesting the corporate existence or powers of the City, the right and power of the City to accomplish the financing described in the Ordinance or any authority for the issuance of the Bonds, or the adoption of the Ordinance, and (ii) that there is no litigation pending, or to the best of the knowledge of said Mayor and City Clerk and City Attorney threatened, against the City or involy- ing any of the property or assets under the control of the City which would materially affect the ability of the City to perform its obligations in connection with the transactions contemplated by the Ordinance. This certificate shall be in form and substance, acceptable to us (but in lieu of such certificate we may in our sole discretion accept certificates by Bond Counsel and said City Attorney, acceptable to us and our counsel in form and substance, that in their opinions the issues raised in any such pending or threatened litigation are without substance or that the contentions of any plaintiffs therein are without merit); (4) Such additional certificates, instruments and other documents as we may reasonably deem neces- sary to evidence the truth and accuracy as of the time of the Closing of your representations and warranties herein contained and the due performance or satisfac- tion by you at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by you. If you shall be unable to satisfy the conditions of the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor you shall be under -5- ' .' further obligation hereunder, except that the check referred to in Paragraph 3 hereof shall immediately be returned to us by you and the respective obligations of you and the Underwriter for the payment of expenses, as provided in Paragraph 8 hereof, shall con- tinue in full force and effect. 8. The Underwriter shall be under no obligation to pay any expenses incident to the performance of your obligation here- under, including, but not limited to: (a) The fees and disbursements of Bond Counsel; (b) The cost of printing and preparation for print- ing or other reproduction of the Ordinance; (c) The cost of the preparation, printing and de- livery of the Bonds; (d} The fees and disbursements of rating agencies; (e) The fees of the Paying Agent; and (f) The fees and disbursements of any other experts, counsel or consultants retained by the City. The Underwriter shall pay: (a) All expenses in connection with the public offering of the Bonds; and (b) All other expenses incurred by them or any of them in connection with their public offering and dis- tribution of the Bonds, including the fees and disburse- ments of Chapman and Cutler, Counsel to the Underwriter. 9. Any notice or other communication to be given to you under this Purchase Contract may be given by delivering the same in writing at your address set forth above, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to - Smith Barney, Harris Upham & Co. Incorporated 1345 Avenue of the Americas New York, New York 10019 Attn: Municipal Finance Department 10. This Purchase Contract is made solely for the benefit of you and the Underwriter, and no other person shall acquire or -6- have any right hereunder or by virtue hereof. All your representa- tions, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriter, (ii) de- livery of and payment for the Bonds hereunder, and (iii) any term- ination of this Purchase Contract subsequent to the delivery of the Bonds. Very truly yours, SMITH BARNEY, HARRIS UPHAM & CO. INCORPORATED By ~` '~ Vice President cce ted by resolution adopted on 2..~, 1978 - CITY OF CANTON, ILLINOIS i By _ . Mayor [SEAL] Attest ~~ ~,/ ~ 1.~--,~t~C~, ~..~r' ~c.-C~-d.~ ity Clerk ~WS:rd -7-