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1980-0416_STONE & YOUNGBERG_Agreement0 BETWEEN [4801119 NE & YOUNGBERG FOR Thie agreement is made and entered into this 16th day of April , 1980, by and between the City of San Juan Capistrano, hereinafter called Seller, and STONE & YOUNGBERG of San Francisco, California, a partnership, hereinafter called Buyer. RECITALS 1. The parties hereto do hereby agree as follows: A. The Seller will undertake, through assessment district proceedings, pursuant to the Municipal Improvement Act of 1913, financing of the acquisition and/or construction of certain improvements to benefit lands contained within said proposed Assessment District 78-1, and, B. The total estimated costs of the construction, engineering, legal, financing and other incidental expenses, is approximately $350,000.00. This amount will be assessed by the City of San Juan Capistrano against the benefited properties within the Assessment District and, C. The property owners as well as the Seller herein agree that it is desirable that all of the bonds to issue should be sold at this time. II. Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from the City all the bonds to issue as a result of Assessment District 78-1 under the following terms and conditions: A. All bonds shall be issued pursuant to the Improvement Act of 1911 and shall mature 1/10th each year from January 2, 1981 through January 2, 1990, in- clusive. Said bonds shall be callable prior to their maturity at 105% of the unmatured principal. -I- W. D. Murphy' WDM:GA/rem Encl. FOR CITY COUNCIL AGENDA .. .... / AGREEMENT BETWAK CITY OF SAN JUAN CAPISTRANO THE ENPURCHASE — aF SPECIAL AS ----- E MINT-DI�TiFICI`W This agreement is made and entered into this day of -La N /98v, 447.9; by and between City of San Juan Capistrano, hereinafter called Seller, and STONE b YOUNGBERG of San Francisco, California, a partnership, hereinafter called Buyer. RECITALS 1. The parties hereto do hereby agree as follows: A. The Seller will undertake, through assessment district proceedings, pursuant to the Municipal Improvement Act of 1913, financing of the acquisition and/or construction of certain improvements to benefit lands contained within said proposed Assessment District 78-1, and, B. The total estimated costs of the construction, engineering, legal, financing and other incidental expenses, is approximately $350,000.00. This amount will be assessed by the City of San Juan Capistrano against the benefited properties within the Assessment District and, C. The property owners as well as the Seller herein agree that it is desirable that all of the bonds to issue should be sold at this time. 11. Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from the City all the bonds to issue as a result of Assessment District 78-1 under the following terms and conditions: A. All bonds shall be issued pursuant to the Improvement Act of 1911 and shah mature 1/10th each year from January 2, 1981 through January 2, 1990, in- clusive. Said bonds shall be callable prior to their maturity at 105% of the unmatured principal. B. The bonds •ll be accompanied by the unquo*ied approving legal opinion of F. Mackenzie Brown of Newport Beach, California, as to the validity of the assessment and the enforcement of the lien. C. All parcels separately assessed shall have access to dedicated roadway or private and/or public easement. D. The total par value of the City of San Juan Capistrano bonds to issue shall not exceed $350,000.00. E. The purchase price of all bonds to issue shall be 95% of the principal amount without accrued interest for bonds to bear interest at the rate of eight percent (B%) per annum. This margin includes and covers the cost of syndication, sales, distribution and offering statements, and return for the capital commitment and risk. Under no conditions will the purchase price be less than 95% of par. All bonds to issue are hereby awarded to Buyer on the basis of this sale and purchase agreement. Award of said bonds is deemed to have been made by Seller upon execution of this agreement by authorized officers of the City under resolution authorizing the same by the City Council of the City of San Juan Capistrano. F. Buyer reserves the right to form and manage an underwriting syndicate for the purpose of underwriting and distributing any part or all of the bonds to issue as a result of this project. The formation of any such syndicate shall not change any terms of this underwriting agreement. G. The purchase price of the bond issue shall be paid in full when the bonds, accompanied by the legal opinion and a non -litigation certificate are delivered to Buyer by Seller. Said delivery is subject to an acceptable schedule of delivery and payment. H. All bonds so issued by the city are awarded to Buyer by Seller. Said bonds shall be dated, issued, and delivered to Buyer for payment on or before March 1, 1980. -2- I. Buyer may terminate this agreement any time prior to the delivery of the bond issue in the event legislation by the Congress of the United States or the State of California has been enacted, a decision by a court of the United States, or a Tax Court of the United States has been 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 has been made with respect to federal and/or state taxation upon interest received on bonds which, in the opinion of Buyer, materially and adversely affects the market price of the bonds. J. In connection with any part of this agreement or arrangements of the city may make to provide interim funds for the construction contracts, Stone & Youngberg agrees to supply the city with financial information and/or co-operate with any city plan for interim financing. III. This agreement is subject to the conduct of public hearings and consumma- tion of the proceedings initiated pursuant to said resolutions of intention in the manner provided by law, and in the event said proceedings are not consummated for any reason, neither party shall be liable to the other on account of this agreement. 1V. The terms and conditions of this agreement are hereby approved by all property owners of said Assessment District. -3- Gou tek n A. Ashik 33032 Palo Alto Dana Point, California 92629 Warren E ..fie , e a C/o 34177 Coast High ay Dana Point, California 92629 o n opo 31901 Camino Capistrano San Juan Capistrano, CA. 92675 IN WITNESS WHEREOF, the parties hereto have executed this agreement the date and the year hereinabove written. CITY OF SAN JUAN CAPISTRANO SELLER Kenneth E. Friess, Mayor By City Clerk �. APPROVED AS TO FORM: l� ity Attorney STONE & YOUNGBERG AGREEMENT BETWEEN CITY OF SAN JUAN CAPIS This agreement is made and entered into this 3JSS day of % 1979, by and between City of San Juan Capistrano, hereinafter called Seller, and STONE & YOUNGBERG of San Francisco, California, a partnership, hereinafter called Buyer. RECITALS 1. The parties hereto do hereby agree as follows: A. The Seller will undertake, through assessment district proceedings, pursuant to the Municipal Improvement Act of 1913, financing of the acquisition and/or construction of certain improvements to benefit lands contained within said proposed Assessment District 78-1, and, B. The total estimated costs of the construction, engineering, legal, financing and other incidental expenses, is approximately $350,000.00. This amount will be assessed by the City of San Juan Capistrano against the benefited properties within the Assessment District and, C. The property owners as well as the Seller herein agree that it is desirable that all of the bonds to issue should be sold at this time. II. Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from the City all the bonds to issue as a result of Assessment District 78-1 under the following termc and conditions: A. All bonds shall be issued pursuant to the Improvement Act of 1911 and shall mature 1/10th each year from January 2, 1981 through January 2, 1990, in- clusive. Said bonds shall be callable prior to their maturity at 105% of the unmatured principal. 0 B. The bonds shall be accompanied by the unqualified approving legal opinion of F. Mackenzie Brown of Newport Beach, California, as to the validity of the assessment and the enforcement of the lien. C. All parcels separately assessed shall have access to dedicated roadway or private and/or public easement. D. The total par value of the City of San Juan Capistrano bonds to issue shall not exceed $350,000.00. E. The purchase price of all bonds to issue shall be 95% of the principal amount without accrued interest for bonds to bear interest at the rate of eight percent (8%) per annum. This margin includes and covers the cost of syndication, sales, distribution and offering statements, and return for the capital commitment and risk. Under no conditions will the purchase price be less than 95% of par. All bonds to issue are hereby awarded to Buyer on the basis of this sale and purchase agreement. Award of said bonds is deemed to have been made by Seller upon execution of this agreement by authorized officers of the City under resolution authorizing the same by the City Council of the City of San Juan Capistrano. F. Buyer reserves the right to form and manage an underwriting syndicate for the purpose of underwriting and distributing any part or all of the bonds to issue as a result of this project. The formation of any such syndicate shall not change any terms of this underwriting agreement. G. The purchase price of the bond issue shall be paid in full when the bonds, accompanied by the legal opinion and a non -litigation certificate are delivered to Buyer by Seller. Said delivery is subject to an acceptable schedule of delivery and payment. H. All bonds so issued by the city are awarded to Buyer by Seller. Said bonds shall be dated, issued, and delivered to Buyer for payment on or before March 1, 1980. -2- 0 I. Buyer may terminate this agreement any time prior to the delivery of the bond issue in the event legislation by the Congress of the United States or the State of California has been enacted, a decision by a court of the United States, or a Tax Court of the United States has been 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 has been made with respect to federal and/or state taxation upon interest received on bonds which, in the opinion of Buyer, materially and adversely affects the market price of the bonds. J. In connection with any part of this agreement or arrangements of the city may make to provide interim funds for the construction contracts, Stone & Youngberg agrees to supply the city with financial information and/or co-operate with any city plan for interim financing. III. This agreement is subject to the conduct of public hearings and consumma- tion of the proceedings initiated pursuant to said resolutions of intention in the manner provided by law, and in the event said proceedings are not consummated for any reason, neither party shall be liable to the other on account of this agreement. IV. The terms and conditions of this agreement are hereby approved by all property owners of said Assessment District. -3- Goultekin A. Ashik 33032 Palo Alto Dana Point, California 92629 Warren E. Carnell, et a C/o 34177 Coast Highway Dana Point, California 92629 Juan Capistrano, IN WITNESS WHEREOF, the parties hereto have executed this agreement the date and the year hereinabove written. CITY OF SAN JUAN CAPISTRANO SELLER Kenneth E. Friess, Mayor City Clem APPROVED AS TO FORM: i y Attorney STONE & YOUNGBERG BUYER 92675 AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO AND STONE & YOUNGBERG FOR THE SALE AND PURCHASE OF SPECIAL ASSESSMENT BONDS OF ASSESSMENT DISTRICT NO. 78 - This agreement is made and entered into this day ofd 1979, by and between City of San Juan Capistrano, hereinafter called Seller, and STONE & YOUNGBERG of San Francisco, California, a partnership, hereinafter called Buyer. RECITALS 1. The parties hereto do hereby agree as follows: A. The Seller will undertake, through assessment district proceedings, pursuant to the Municipal Improvement Act of 1913, financing of the acquisition and/or construction of certain improvements to benefit lands contained within said proposed Assessment District 78-1, and, B. The total estimated costs of the construction, engineering, legal, financing and other incidental expenses, is approximately $350,000.00. This amount will be assessed by the City of San Juan Capistrano against the benefited properties within the Assessment District and, C. The property owners as well as the Seller herein agree that it is desirable that all of the bonds to issue should be sold at this time. II. Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from the City all the bonds to issue as a result of Assessment District 78-1 under the following termq and conditions: A. All bonds shall be issued pursuant to the Improvement Act of 1911 and shall mature 1/10th each year from January 2, 1981 through January 2, 1990, in- clusive. Said bonds shall be callable prior to their maturity at 105% of the unmatured principal. �� B. The bonds shall be accompanied by the unqualified approving legal opinion of F. Mackenzie Brown of Newport Beach, California, as to the validity of the assessment and the enforcement of the lien. C. All parcels separately assessed shall have access to dedicated roadway or private and/or public easement. D. The total par value of the City of San Juan Capistrano bonds to issue shall not exceed $350,000.00. E. The purchase price of all bonds to issue shall be 95% of the principal amount without accrued interest for bonds to bear interest at the rate of eight percent (8%) per annum. This margin includes and covers the cost of syndication, sales, distribution and offering statements, and return for the capital commitment and risk. Under no conditions will the purchase price be less than 95% of par. All bonds to issue are hereby awarded to Buyer on the basis of this sale and purchase agreement. Award of said bonds is deemed to have been made by Seller upon execution of this agreement by authorized officers of the City under resolution authorizing the same by the City Council of the City of San Juan Capistrano. F. Buyer reserves the right to form and manage an underwriting syndicate for the purpose of underwriting and distributing any part or all of the bonds to issue as a result of this project. The formation of any such syndicate shall not change any terms of this underwriting agreement. G. The purchase price of the bond issue shall be paid in full when the bonds, accompanied by the legal opinion and a non -litigation certificate are delivered to Buyer by Seller. Said delivery is subject to an acceptable schedule of delivery and payment. H. All bonds so issued by the city are awarded to Buyer by Seller. Said bonds shall be dated, issued, and delivered to Buyer for payment on or before March 1, 1980. -2- I. Buyer may terminate this agreement any time prior to the delivery of the bond issue in the event legislation by the Congress of the United States or the State of California has been enacted, a decision by a court of the United States, or a Tax Court of the United States has been 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 has been made with respect to federal and/or state taxation upon interest received on bonds which, in the opinion of Buyer, materially and adversely affects the market price of the bonds. J. In connection with any part of this agreement or arrangements of the city may make to provide interim funds for the construction contracts, Stone & Youngberg agrees to supply the city with financial information and/or co-operate with any city plan for interim financing. III. This agreement is subject to the conduct of public hearings and consumma- tion of the proceedings initiated pursuant to said resolutions of intention in the manner provided by law, and in the event said proceedings are not consummated for any reason, neither party shall be liable to the other on account of this agreement. IV. The terms and conditions of this agreement are hereby approved by all property owners of said Assessment District. -3- Goultekin A. Ashik 33032 Palo Alto Dana Point, California 92629 Warren E. Carnell, et a C/o 34177 Coast Highway Dana Point, California 92629 0 John Nopo i 31901 Camino Capistrano San Juan Capistrano, CA. 92675 IN WITNESS WHEREOF, the parties hereto have executed this agreement the date and the year hereinabove written. CITY OF SAN JUAN CAPISTRANO SELLER Kenneth E. Friess, Mayor By City C1 k APPROVED AS TO FORM: C ty Attorney STONE & YOUNGBERG niivrn 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CALIFORNIA 92675 PHONE 493.1171 April 25, 1980 John Doyle STONE A14D YOUNGBERG 445 South Figueroa Street Los Angeles, California 90071 Re: Agreement for Purchase of Assessment Bonds, Assessment District 78-1 Dear Mr. Doyle: At their meeting of April 16, 1980, the City Council approved the agreement for the sale and purchase of special assessment bonds for Assessment District 78-1 (Camino Capistrano South). Enclosed for your files is a fully -executed copy of the agreement. If you have any questions, or need additional information, please let us know. Thank you for your cooperation. Very truly yours, (MRS) MARY ANN HANOVER, CMC City Clerk MAH/cj Enclosure cc: F. Mackenzie Brown (with enclosure) Walt Hamilton (with enclosure) Director of Public Works //7 RECEIVED F MACKENZIE HR❑ INCORPORATED1{ 1600 DOVE STREET, SUITE 110 T •, NEWPORT REACH, CALIFORNIA BBBBO (`� I� (• LOS ANGELES (213) 587-4755 (714) 752-9025 SAN J��Ni1 SAN DIEGO (714) 755-3090 CAFIS April 1, 1980 Mr. William D. Murphy Director of Public Works CITY OF SAN JUAN CAPISTRANO 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: CITY OF SAN JUAN CAPISTRANO ASSESSMENT DISTRICT NO. 78-1 Dear Bill: Enclosed herein find amended agreement between City of San Juan Capistrano and Stone & Youngberg relating to the Assessment District No.78-1. Please review the agreement, and if acceptable with you, place on the next most convenient agenda of the City Council for acceptance by motion. This would merely amend the previous agreement inasmuch by reason of the delays in the initiation of the proceedings, we were un- able to delivery the bonds pursuant to the original agreement. Please call if you have any questions. Thank you. Ver ?y tru y yours, F. KENZIE BROWN FMB: lm Enclosures 324on ra.slto Auc't-ANTO sAla JUAN curl TI:A140. cA1-11 ORN1A gads r. 1'HONr: 493 1171 January 29, 1980 John L. Doyle STONE k YOUNGBERG, INVESTMENT SECUrU IPS 445 SouLh Figueroa Street Los Angeles, California 90071 Re: Assessment Districts 78-1 and 78-3 Bonds Dear Mr. Doyle: At their meeting of January 23, 1980,. the City Council accepted your proposals for the sale of: bonds for Assessment Districts 78---1 (Cami)io Capistrano South) and 78-3 (Ortega Properties) by the adoption of the enclosed Resolutions Nos. 80-1-23-12. and 80-1-23-18. Enclosed also are fully --executed copies of the Agreement for the Sale and Purchase of Special Assessment Bonds of Assessment District No. '18-1. If you need any additional information, or have any questions, please do not hesitate to call. Very truly yours, (Dills) DIARY TNN IIANOVER, CMC City Clerk MAI I/c j P]nclosu.res cc: L'. Dlacken•r,.i.e Drown Director of Public Works i STONE & YOUNGBERG INVESTMENT SECURITIES MEMBERS: PACIFIC STOCK EXCHANGE January 14, 1980 Mr. William Murphy City Engineer San Juan Capistrano P. 0. Box 994 San Juan Capistrano, California 92675 Re: Assessment District No. 78-1 Dear Bili: Enclosed you will find our Proposal between the City of San Juan Capistrano and Stone & Youngberg for the purchase of the 1911 Act Special Assessment Bonds of the above listed 1911 Act Issue. It is our understanding that this Proposal will be submitted to the City Council on the meeting of January 23, 1980. Please note that all of the property owners have agreed to this Proposal and have approved said Proposal between the City and us. Should you have any questions regarding this Agreement, please do not hesitate to contact me. Yours very truly, 0 -Jbbn L. Doyle Partner JLD:pat Enclosure cc: F. Mackenzie Brown 445 SOUTH FIGUEROA STREET . LOS ANGELES. CALIFORNIA 90071 . (213)626-5351