HomeMy WebLinkAbout1984-07-17; City Council; 7820 Exhibit 15; OFFICIAL REQUEST TO STATE OF CALIFORNIA FOR MORTGAGE REVENUE BOND ALLOCATION Exhibit 15r.
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CITY OF CARLSBAD
CALI FORNI A
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS,
ISSUE OF 1983
PURCHASE CONTRACT
, 198:
City Council
City of Carlsbad
Carlsbad, California
Dear Councilmembers:
The undersigned (hereinafter referred to as the
"Manager"), acting not as a fiduciary or agent for you, but on behalf of itself and certain other investment dealers and
dealer banks listed on Schedule I -hereto as said list may be
changed by the Manager at or prior to the Closing Date, as
hereinafter defined (the Manager and said dealers and dealer
banks being collectively referred to as the "Purchasers"),
offer to enter into this Purchase Contract with the City of
Carlsbad (the "City"), subject to your acceptance by delivery
of an executed counterpart hereof at or prior to 11:59 p.m.,
local time, on the date hereof.
1. Introductory. The City is authorized to issue its
Single Family Residential Mortgage Revenue Bonds, Issue of 1983, in a principal amount of $ (the "Bonds") ,
pursuant to Part 5, commencing with Section 52000, of
Division 31 of the California Health & Safety Code (the
"Act"), and a resolution adopted by the City Council of the
City on June 21, 1983 (the "Resolution"); and the Bonds are
to be issued pursuant to an indenture dated as of June 15,
1983 (the "Trust Indenture"), the execution of which is
authorized by the Resolution and pursuant to which Security Pacific National Bank of Los Angeles, California, will act as
Trustee (the "Trustee"). The Trust Indenture shall be in the
form most recently delivered to the Manager, with such
changes as may be necessary to conform the terms thereof to
those described in the Official Statement hereinafter
mentioned and such other changes as the Manager may approve.
The Bonds will mature on the dates and in the amounts and
will bear interest at the rates shown on Schedule I1 hereto.
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2. Purchase, Sale and Delivery of Bonds. On the basis
of the representations, warranties and agreements contained
herein, but subject to the terms and conditions herein set
forth, the Purchasers hereby agree, jointly and severally, to
purchase from the City, and the City hereby agrees to sell to
the Purchasers, the Bonds at a purchase price of $
(which is % of the principal amount thereof) plus accrued
interest thereon, calculated on a 360-day year basis, from
the respective dates thereof to the Closing Date.
The City shall deliver the Bonds to the Manager for the
account of the Purchasers in definitive form, against payment
of the purchase price therefor by check or checks payable in
clearinghouse funds, at the offices of Security Pacific
Clearing and Services Corp., 14 Wall Street, New York, New York at 1O:OO a.m. Eastern Standard Time on , 1983,
or such other business day and at such other time or place in
New York, New York as the Manager and the City shall mutually
agree (the "Closing Date"), all other aspects of the closing to take place in , California.
3. Good Faith Check. Upon execution hereof, the
Manager will deliver to the City a check payable to the order
of the City in aR amount equal to one-tenth of one percent
(0.10%) of the principal amount of the Bonds. The City agrees to hold said check uncashed until the Closing Date as
security for the performance by the Purchasers of their
obligation to accept and pay for the Bonds, and, on
compliance with such obligation, to return said check to the
Manager. If the City (i) does not accept this offer,
(ii) shall fail to deliver the Bonds at the Closing Date or
(iii) shall be unable at or prior to the Closing Date to
satisfy the conditions to the Purchasers' obligation, said check shall be immediately returned to the Purchasers. If
the Purchasers fail to accept and pay for the Bonds upon
tender thereof by the City as herein provided, the amount of
said check shall constitute full liquidated damages for such
failure and for any and all defaults hereunder on the
Purchasers' part, and such amount shall constitute a full
release and discharge of all claims and damages for such failure and for any and all such defaults.
4. City Documents. At the time of the City's
acceptance hereof, or at such other time prior to the Closing
Date as shall be agreeable to the Manager, the City shall
deliver to the Manager:
(a) Four copies of the Official Statement of the
City relating to the Bonds (the "Official Statement")
duly executed on behalf of the City by its Mayor or City Manager.
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(b) One certified copy of the Resolution.
(c) One executed copy of the Trust Indenture.
(d) One certified copy of the Rules and
Regulations (the "Rules and Regulations") of the City
relating to the City's home mortgage finance program
referred to in the Official Statement (the "Program").
(e) One executed copy of each of the Mortgage Sale
and Service Agreements (the "Sale and Service
Agreements") among the City, the Trustee and the Lending
Institutions (hereinafter defined).
(f) One executed copy of each of the Developer
Agreements (the "Developer Agreements") between the City
and the Developers (hereinafter defined).
(9) One executed or certified copy of the guaranties of and
certain of the obligations of the Lending Institutions
under the Sale and Service Agreements are guaranteed.
The City confirms that the City has heretofore made
available to the Purchasers copies of a preliminary official
statement of the City dated June -, 1983 relating to the
Bonds (the "Preliminary Official Statement") and has ratified
the use thereof in connection with the offer of the Bonds.
The City also hereby authorizes the use of the Official
Statement in connection with the offer, sale and delivery of the Bonds.
(the "Guarantors") pursuant to which
5. Representations and Warranties. The City
represents and warrants to each of the Purchasers that:
(a) The City is a municipal corporation duly
organized and existing under the Constitution and laws
of the State of California (the "State") and has full
legal right, power and authority (i) to enter into this
Purchase Contract, (ii) to adopt the Resolution,
(iii) to sell, issue and deliver the Bonds as provided
herein, (iv) to purchase Home Mortgages (as defined in
the Trust Indenture) and assign them to secure the
Bonds,. and (v) to carry out the transactions
contemplated by this Purchase Contract, the Resolution,
the Trust Indenture, the Official Statement, the Rules
and Regulations, the Developer Agreements, the Sale and Service Agreements referred to in the Official Statement
and as they may be amended or supplemented from time to
time by the City (the Developer Agreements and the Sale
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and Service Agreements being hereinafter collectively
referred to as the "Mortgage Selling and Servicing Documents").
(b) The information in the Preliminary Official Statement and the Official Statement (including the
statistical and other financial data provided by the
City and included therein) relating to the City and the
Program does not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein, in
the light of the circumstances under which they were
made, not misleading.
(c) By official action of the City taken prior to
or concurrently with the acceptance hereof, the City has
duly adopted the Resolution, has duly authorized and
approved the execution and delivery of, and the
performance by the City of the obligations on its part
contained in, the Resolution, the Trust Indenture, the
Bonds, this Purchase Contract, the Rules and Regulations
and the Mortgage Selling and Servicing Documents, and
has duly authorized and approved the consummation of all other transactions contemplated by this Purchase
Contract.
(d) The City is not in any respect material to the transactions contemplated hereby in breach of or default
under any applicable law or administrative regulation of
the State or the United States or any applicable
judgment or decree or any loan agreement, note,
resolution, agreement or other instrument to which the
City is a party or is otherwise subject; and the
execution and delivery of the Bonds, the Trust
Indenture, this Purchase Contract and the Mortgage
Selling and Servicing Documents and the adoption of the
Rules and Regulations and the Resolution and compliance with the provisions of each thereof will not conflict
with or constitute a breach of or default under any law,
administrative regulation, judgment, decree, resolution,
agreement or other instrument to which the City is a
party or is otherwise subject.
(e) All approvals, consent and orders of any
governmental authority, board, agency or commission
having jurisdiction which would constitute a condition
precedent to the performance by the City of its
obligations hereunder and under the Resolution, the
Trust Indenture, the Rules and Regulations, the Bonds
and the Mortgage Selling and Servicing Documents have
been obtained.
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b
(f) There is no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any
court, public board or body, pending or, to the
knowledge of the City, threatened against the City
affecting the corporate existence of the City or the
titles of its officers to their respective offices or
seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Bonds or the revenues or
assets of the City pledged or to be 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 Resolution,
the Trust Indenture, this Purchase Contract, the
Mortgage Selling and Servicing Documents, or the Rules and Regulations, or contesting in any way the
completeness or accuracy of the Preliminary Official
Statement or the Official Statement, or contesting the
powers of the City or any authority for the issuance of
the Bonds, the adoption of the Resolution or the Rules
and Regulations or the execution and delivery of this
Purchase Contract or the Mortgage Selling and Servicing
Documents, or, to the knowledge of the City, is there
any basis therefor, wherein an unfavorable decision,
ruling or finding would materially adversely affect the
validity or enforceability of the Bonds, the Resolution,
the Trust Indenture, the Rules and Regulations, the
Mortgage Selling and Servicing Documents or this
Purchase Contract.
(4) The issuance and sale of the Bonds is not
subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof.
(h) The City has adopted a general plan for the
City in conformance with the provisions of the Planning
and Zoning Law of the State (Government Code Sections
65000 et seq.), which general plan includes a land use
element and a housing element as required by Government
Code Section 65302. The Program complies with said land
use element and housing element.
(i) The Bonds, the Trust Indenture and the
Mortgage Selling and Servicing Documents conform to the
descriptions thereof contained in the Official Statement; and the Bonds, when issued, authenticated and
sold to the Purchasers as herein provided, will be
validly issued limited obligations of the City entitled to the benefits of the Trust Indenture.
Any certificate signed by an authorized officer of the
City and delivered to the Manager shall be deemed a
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representation and warranty to the Purchasers as to the
statements made therein.
6. Covenants. The City covenants with each of the
Purchasers that:
(a) If between the date of this Purchase Contract
and the date 60 days following the Closing Date an event
occurs affecting the City or the Program which would
cause the Official Statement to contain an untrue
statement of a material fact or to omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading, the City shall notify
the Manager and, if in the opinion of the City or the Manager such event requires an amendment or supplement
to the Official Statement, the City shall, at its
expense, amend or supplement the Official Statement in a
form and in a manner jointly approved by the City and
the Manager.
(b) The City will furnish such information,
execute such instruments and take such other action in
cooperation with the Manager as the Manager may
reasonably request to qualify the Bonds for offer and
sale under the Blue Sky or other securities laws and
regulations of such states and other jurisidctions of
the United States as the Manager may designate;
provided, however, the City shall not be required to consent to service of process or register as a dealer or
broker in any such state or jurisdiction or to comply
with any other requirements reasonably deemed by it to
be unduly burdensome.
(c) The City will not, without prior written
consent of the Manager, issue any bonds, notices or
other obligations for borrowed money in connection with
the Homes described in the Official Statement if the
interest rate on mortgage loans to be acquired with the
proceeds thereof would be less than the interest rate on
the Home Mortgages.
7. Conditions to Obligations of Purchasers. The
obligation of the Purchasers to purchase and pay for the Bonds will be subject to the accuracy of the representations
and warranties of the City herein, to the accuracy of the
representations and warranties made by the Program
Participants (hereinafter defined) pursuant hereto, to the
accuracy of statements to be made on behalf of the City, the
developers listed in Appendix A to the Official Statement
(the "Developers") and the firms listed in Appendix B to the
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Official Statement (the "Lending Institutions") (the
Developers and the Lending Institutions being collectively
referred to as the "Program Participants"), to the
performance by the City and the Program Participants of their
obligations hereunder, and to the following additional
conditions precedent:
(a) At the Closing Date, the Resolution, the Trust
Indenture, the Rules and Regulations, the Mortgage
Selling and Servicing Documents, and all official action
of the City relating thereto shall be in full force and
effect and shall not have been amended, modified or
supplemented, and the Official Statement shall not have
been amended or supplemented, except as may have been
agreed to by the Manager.
(b) The City shall have received an approving
opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Bond Counsel, and the Manager
shall have received a letter from said firm, dated the
Closing Date and addressed to the Purchasers, to the
effect that the Purchasers may rely upon such firm's
opinion as if it were addressed to the Purchasers.
(c) The Manager shall have received opinions,
dated the Closing Date and addressed to the Purchasers, of:
(i) Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Bond Counsel, in
substantially the form attached hereto as Exhibit A
(ii) , City Attorney of the
City, in substantially the form attached hereto as Exhibit B;
(iii) Counsel to the Trustee, in substantially
the form attached hereto as Exhibit C;
(iv) Counsel to (the
"Administrator"), in substantially the form
attached hereto as Exhibit D;
(v) Counsel to (the "Private Mortgage
Insurer"), in substantially the form attached
hereto as Exhibit E;
(vi) Counsel to each of the Lending
Institutions, in substantially the form attached tc
the Sale and Service Agreements as Exhibit-;
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(vii) Counsel to each of the Guarantors, in
substantially the form attached hereto as
Exhibit F; and
(viii) Counsel to the Borrower (hereinafter
defined), to the effect that the Borrower has duly
authorized, executed and delivered the Investment
Agreement (hereinafter defined) and the Investment
Agreement is, and the notes of the Borrower to be
issued pursuant thereto will be upon such issuance,
the valid, legal and binding obligations of the Borrower enforceable in accordance with the terms
thereof.
(d) The Manager shall have received a certificate,
dated the Closing Date and signed by an authorized
officer of the Trustee, to the effect that: (i) he is
an authorized officer of the Trustee; (ii) the duties
and obligations of the Trustee under the Trust Indenture
have been duly accepted by the Trustee; (iii) the
Trustee has all necessary trust powers required to carry
out the trust intended under the Trust Indenture; and
(iv) to the best of his knowledge, the acceptance by the
Trustee of the duties and obligations of the Trustee
under the Trust Indenture and compliance with the
provisions thereof will not conflict with or constitute
a breach of or default under any law, administrative
regulation, consent decree or any agreement or other instrument to which the Trustee is subject.
(e) The Manager shall have received a certificate,
dated the Closing Date and signed by an authorized
officer of the Administrator, to the effect that:
(i) he is an authorized officer of the Administrator;
(ii) the Mortgage Sale and Service Agreements have been
duly authorized and delivered to the City by the
Administrator and constitute valid, legal and binding
obligations of the Administrator, enforceable in accordance with their terms (except as the same may be
limited by bankruptcy or insolvency laws or other laws affecting creditors' rights generally); (iii) the
execution and delivery of the Mortgage Sale and Service
Agreements and the performance by the Administrator of
its obligations thereunder do not and will not violate
the articles of incorporation or by-laws of the
Administrator, or any court order by which the
Administrator is bound, and such actions do not and will
not constitute a default under any agreement, indenture,
mortgage, lease, note or other obligation or instrument
to which the Administrator is a party or by which it is
bound, and no approval or other action by any
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governmental authority or agency is required in
connection therewith; (iv) except as set forth in the
Official Statement, there is no action, suit,
proceeding, inquiry or investigation at law or in equity
or before or by any public board or body pending or, to the knowledge of the Administrator, threatened against or affecting the Administrator, or any basis therefor,
wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated on the
part of the Administrator by the Official Statement or
Origination, Servicing and Administration Agreements;
and (v) there has been no material adverse change in the
financial position, business, properties, or results of
operations of the Administrator, since the dates as of
which information with respect thereto was given, in the
information concerning the Administrator which was
submitted by the Administrator for inclusion in the
Official Statement.
(f) The Manager shall have received a certificate,
dated the Closing Date and signed by the Mayor, the City Manager or such other officer of the City as the Manager
may designate, to the effect that:
(i) except as disclosed in the Official Statement, no litigation or other proceedings are
pending or, to his knowledge, threatened in any
court or other tribunal of competent jurisdiction,
state or federal, in any way (A) restraining or
enjoining the issuance, sale or delivery of the
Bonds, (B) questioning or affecting the validity of
this Purchase Contract, the Bonds, the Trust
Indenture, the Resolution, the pledge to the Bondholders of any moneys or other security
provided under the Trust Indenture, the Program,
the Rules and Regulations, the Mortgage Selling and
Servicing Documents, or any other transaction
referred to in the Official Statement,
(C) questioning or affecting the validity of any of
the proceedings for the authorization, sale,
execution, issuance or delivery of the Bonds, (D) questioning or affecting the organization or
existence of the City or the title to office of the
officers thereof, or (E) questioning or affecting
the power and authority of the City to issue the
Bonds, to adopt the Program, to adopt the Resolution, to adopt the Rules and Regulations, or
to execute this Purchase Contract, the Trust
Indenture, or the Mortgage Selling and Servicing
Documents ;
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(ii) to his best knowledge and belief, the
Official Statement does not contain any untrue
statement of a material fact or omit to state any
material fact necessary in order to make the
statements contained therein, in the light of the
circumstances under which they were made, not misleading; and
(iii) the City has complied with all the
agreements and satisfied all the conditions on itE
part to be performed or satisfied at or prior to
the Closing Date and the representations and
warranties of the City contained herein are true, complete and correct as of the Closing Date.
(9) The Manager shall have received written
evidence satisfactory to the Manager that Standard &
Poor's Corporation has issued a rating of "AAti, or
better, on the Bonds, and the documents delivered at tk
Closing Date shall satisfy the conditions to the
continuance of such rating.
(h) The Manager shall have received on or prior t
the Closing Date letters, dated the Closing Date, from
the Developers in substantially the form attached to t?
Developer Agreements as Exhibit and from the Lendinc Institutions in substantially theform attached to the Sale and Service Agreements as Exhibit-.
(i) The Manager shall have received a letter,
dated the Closing Date and addressed to the Purchasers,
from , independent accountants, to the effect that they have reviewed the assumptions with
regard to the investment return on funds to be held by
the Trustee under the Trust Indenture and have verifiec
the mathematical accuracy of (i) the computations supporting the conclusions set forth under the caption
"Assumptions Regarding Revenues and Debt Service
Requirements" in the Official Statement and (ii) the
computations relating to the actuarial yield on the Hon
Mortgages and on the Bonds supporting the opinion of
Bond Counsel that the Bonds are not arbitrage bonds
under Section 103(c), and do not violate the arbitrage
provisions of Section 103A, of the Internal Revenue COC of 1954, as amended, and the regulations thereunder.
(j) The Manager shall have received a letter,
dated the Closing Date and addressed to the Purchasers,
from (the "Feasibility Consultant"), confirming that it is an independent firn
specializing in preparation of feasibility studies wit?
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respect to real estate developments of the types
described in the Official Statement and other related
matters and stating that, on the basis of specified
procedures, nothing has come to its attention which
would cause it to believe that any amendment of or
supplement to its report referred to in the Official
Statement (or the summary thereof appearing in the Official Statement as Appendix D) is required in order
for said report or summary not to contain any untrue
statement of a material fact nor to omit to state any
material fact necessary to make the statements therein
in the light of the circumstances under which they are
made, not misleading in any material respect.
(k) A commitment to provide private mortgage
guaranty insurance for the Home Mortgages with the
coverage and on the terms and conditions set forth in
the Official Statement shall have been issued by the
Private Mortgage Insurer; an insurance company or companies reasonably acceptable to the Manager shall
have issued a policy of special hazard insurance with
the coverage and on the terms and conditions set forth
in the Official Statement; and the Manager shall have
reasonably determined that earthquake insurance
providing coverage of the type described in the Offici Statement is commercially available, as of the Closing
Date, within the City with respect to residences
comparable to the Homes described in the Official
Statement.
(1) Except as disclosed in the Official
Statement: (i) legislation shall not have been enactec
by the Congress, or recommended to the Congress for passage by the President of the United States or the
United States Treasury Department or the Internal
Revenue Service or any member of the United States
Congress, or favorably reported for passage to either
House of the Congress by any Committee of such House tc
which such legislation has been referred for
consideration; or (ii) a decision shall not have been rendered by a court established under Article I11 of tl
Constitution of the United States, or the United Stater Tax Court; or (iii) an order, ruling, regulation or
communication (including a press release) shall not ha7
been issued by the United States Treasury Department 0:
the Internal Revenue Service, in each case referred to
in clauses (i), (ii) and (iii), with the purpose or
effect, directly or indirectly, of imposing federal
income taxation upon interest to be received by any
holder of the Bonds.
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(m) Legislation shall not have been enacted nor
any action taken by the Securities and Exchange
Commission which, in the opinion of counsel to the
Purchasers, has the effect of requiring the offer or
sale of the Bonds to be registered under the Securities
Act of 1933 nor shall any event have occurred which, in
the judgment of such counsel, makes untrue or incorrect
in any material respect any statement or information
contained in the Official Statement or which, in their
judgment, should be reflected therein in order to make
the statements contained therein, in the light of the circumstances under which they were made, not misleading
in any material respect.
(n) (i) In the Manager's reasonable judgment, the
market price of the Bonds shall not have been adversely
affected because: (a) additional material restrictions
not in force as of the effective date hereof shall have
been immposed upon trading in securities generally by
any governmental authority or by any national securities
exchange; (b) the New York Stock Exchange or other national securities exchange, or any governmental
authority, shall have imposed, as to the Bonds or
similar obligations, any material restrictions not now
in force, or have increased materially those now in
force, with respect to the extension of credit by, or
the charge to the net capital requiremens of,
underwriters; (c) a general banking moratorium shall
have been established by Federal, New York or California authorities; or (d) a war involving the United States of
America shall have been declared, or any other national
or international calamity shall have occurred, or any
conflict involving the armed forces of the United States
of America shall have escalated to such a magnitude as
to materially affect the Purchasers' ability to market
the bonds; (ii) there shall have occurred any change, or
any development involving a prospective change in, or
affecting particularly the economy of the County generally or the mortgage market in the general area of
the County which, in the Manager's reasonable judgment,
materially impairs the investment quality of the Bonds
or the ability of the Purchaser to market the Bonds; or
(iii) any litigation shall have been instituted, be
pending or threatened to restrain or enjoin the issuance
or sale of the Bonds or in any way contesting or
affecting any authority for or the validity of the Bonds, or the existence or powers of the County.
(0) On or before the Closing Date, an investment
agreement (the "Investment Agreement") by and among the
City, the Trustee and a borrower whose general
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obligations are rated "AA" or better by Standard &
Poor's Corporation (the "Borrower") shall have been
executed and delivered to the Trustee in form and
substance satisfactory to the Manager.
All the opinions, letters, certificates, instruments and
other documents mentioned above or elsewhere in this Purchase
Contract shall be deemed to be in compliance with the
provisions hereof if, but only if,. they are in form and
substance satisfactory to the Manager.
8. Expenses. Upon the delivery of the Bonds, the
Purchasers shall be under no obligation to pay, and the City
shall pay or cause to be paid out of Bond proceeds or
otherwise, any expenses incident to the performance of the
City's obligations hereunder, including, but not limited to,
the cost of printing the Bonds, the Preliminary Official Statement and the Official Statement and furnishing copies
thereof to the Purchasers, the fees and expenses of Bond
Counsel, the fees and expenses of the Feasibility Consultant, the fees and expenses of the independent accounting firm for
verification, the fees and expenses of the Trustee, the fees
and expenses of Standard & Poor's Corporation relating to
rating the Bonds and the fees and expenses of any other
counsel, consultants, accountants or other experts retained
by the City in connection with the sale and issuance of the
Bonds.
The Program Participants shall pay their own expenses, including the fees and expenses of their counsel.
The Purchasers shall pay their own expenses, including
all advertising expenses incurred in connection with the
public offering of the Bonds and the fees and disbursements of their counsel.
9. Notices. Any notice or other communication to be
given to the City under this Purchase Contract may be given
by delivering the same in writing to the City at its address
set forth above, and any notice or other communication to be
given to the Purchasers under this Purchase Contract may be
given by delivering the same in writing to the Manager, Blyth
Eastman Paine Webber Incorporated, Public Finance Department,
1221 Avenue of the Americas, 31st Floor, New York, New York
10020.
10. Successors. This Purchase Contract is made solely
for the benefit of the City and the Purchasers (including
their successors or assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof.
representations, warranties, and agreements contained herein The
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shall remain operative and in full force and effect and shall
survive delivery of and payment for the Bonds hereunder,
regardless of any investigation made by or on behalf of the
Purchasers.
11. Governing Law. This Purchase Contract shall be
governed by the laws of the State of California.
12. Effectiveness. This Purchase Contract shall become
effective upon the execution hereof by the parties.
Very truly yours,
BLYTH EASTMAN PAINE WEBBER INCORPORATED
By :
Accepted:
CITY OF CARLSBAD
By :
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SCHEDULE
(to come)
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SCHEDULE I1
MATURITIES, PRINCIPAL AMOUNTS AND INTEREST RATES
Maturity Principal Interest
Rate Amount Date
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EXHIBIT A
Letterhead of
BOND COUNSEL
[Closing Date]
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in the Purchase Contract Dated , 1983
555 California Street
San Francisco, California 94104
CITY OF CARLSBAD
CALIFORNIA
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS,
ISSUE OF 1983
Ladies and Gentlemen:
On the date hereof we rendered to the City of Carlsbad (the "City") an opinion approving the validity of $
principal amount of the abovementioned bonds (the "Bonds"),
issued pursuant to Part 5, commencing with Section 52000, of
Division 31 of the California Health & Safety Code (the
"Act"), and a resolution of the City of Carlsbad adopted on
June 21, 1983 (the "Resolution"). You are entitled to rely
upon said opinion as if addressed to you. In that
connection, we have examined [to be completed]
Based on the foregoing, in our opinion:
(i) The terms and provisions of each of the
Developer Agreements and each of the Mortgage Sale and
Service Agreements (collectively, the "Mortgage Selling
and Servicing Documents"), the Trust Indenture and the
Rules and Regulations comply in all respects with the requirements of the Act.
(ii) The City has duly authorized and approved the
Trust Indenture, the Rules and Regulations and the
Mortgage Selling and Servicing Documents.
(iii) The Purchase Contract between the City and the
Purchasers has been duly authorized, executed and
delivered by the City and constitutes a valid, legal and
binding agreement of the City enforceable in accordance
with its terms, subject to bankruptcy, insolvency and
A- 1 040181-0021-161-2266f 06/13/83
other laws affecting creditors' rights and to the
application of equitable principles if equitable
remedies are sought.
(iv) The Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended;
and the Trust Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended.
(v) The statements contained in the Official
Statement under the captions "INTRODUCTION" , "THE
BONDS", "SOURCES AND USES OF FUNDS", "NATURE OF SECURITY AND SOURCES OF PAYMENT" , "THE PROGRAM", "SUMMARY OF
CERTAIN PROVISIONS OF THE INDENTURE", and "LEGALITY AND
TAX EXEMPTION", insofar as such statements purport to
summarize the Act, the Program, the Bonds, the Trust Indenture, the said agreements, and the federal tax
implications of the financing, present a fair and
accurate statement with respect to the information
contained therein.
(vi) The City has the power and the authority to
purchase the Home Mortgages (as defined in the Trust
Indenture) from the Lending Institutions on the terms
and conditions contemplated by the Trust Indenture, and
the making of the Home Mortgages by the Lending
Institutions and their purchase by the City on such
terms and conditions (including the interest rate
imposed on such Home Mortgages and any origination or
other fees paid by mortgagors) will not violate any present provision of the Constitution of the State of
California or any existing law or regulation of such
State applicable thereto.
As bond counsel to the City in connection with the
issuance of the Bonds, we participated in the preparation of
the Official Statement. Such participation involved, among
other things, discussions and inquiries concerning various
legal matters, review of certain records, documents and
proceedings and participation in conferences with your
representatives, your counsel and representatives of the
City. In this connection, the limitations inherent in the knowledge available to us are such that we are unable to
assume, and do not assume, any responsibility for the
accuracy, completeness or fairness of any of the statements
contained in the Official Statement (except as described in
paragraph (v) above). Based upon the information provided to
us in the course of our participation in the preparation of
the Official Statement and in reliance thereon, and (except
as provided in paragraph (v) above) without having undertaken
to determine independently the accuracy or completeness of
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040181-0021-161-2266f 06/13/83
the statements contained in the Official Statement, we have
no reason to believe that the Official Statement (except for
the financial and statistical data included therein and assumptions with respect thereto, including the information
under the caption "ASSUMPTIONS REGARDING REVENUES AND DEBT
SERVICE REQUIREMENTS" and the "SUMMARY OF FEASIBILITY STUDY"
prepared by and included as Appendix D to the Official Statement, as to which no view is
expressed) as of the date of the Official Statement omitted, or as of the date hereof omits, to state any material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
Very truly yours,
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040181-0021-161-2266f 06/13/83
EXHIBIT B
Letterhead of
CITY ATTORNEY
[Closing Date 1
City Council
City of Carlsbad Carlsbad, California
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in the Purchase Contract Dated - , 1983
555 California Street San Francisco, California 94104
CITY OF CARLSBAD
CALIFORNIA
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS,
ISSUE OF 1983
Ladies and Gentlemen:
I have acted as counsel to the City of Carlsbad (the "City") in connection with its sale of $ principal
amount of the above-mentioned bonds (the "Bonds"). The Bonds
are being issued pursuant to a resolution of the City adopted
on June 21, 1983 (the "Resolution") and are secured by an
indenture authorized by the Resolution (the "Trust
Indenture").
In that connection I have examined originals or copies certified or otherwise identified to our satisfaction of:
[to be completed1
Based on the foregoing, I am of the opinion that:
(i) The City is a public body, corporate and
politic, of the State of California established and existing under the laws of the state; the Resolution has been duly adopted by the City and is in full force and
effect; and the Trust Indenture has been duly executed
and delivered by the City.
(ii) Except as disclosed in the official statement
of the City relating to the Bonds (the "Official Statement"), to the best of my knowledge after due
B- 1 040181-0021-161-2266f 0 6/13/83
inquiry with respect thereto, no litigation or other
proceedings are pending or threatened in any court or
other tribunal of competent jurisdiction, state or
federal, in any way (a) restraining or enjoining the
sale, issuance or delivery of any of the Bonds, or
(b) questioning or affecting the validity of the
Purchase Contract, or (c) questioning or affecting the
validity of any of the proceedings relating to the
authorization, sale, execution, issuance or delivery of
the Bonds, or (d) questioning or affecting the Rules and
Regulations, the Mortgage Selling and Servicing
Documents or the Program (all as defined in the Bond
Purchase Contract), or (e) questioning or affecting the
organization or existence of the City or the title to
office of the officers thereof.
Very truly yours,
B-2 040181-0021-161-2266f 06/13/83
EXHIBIT C
Letterhead of
COUNSEL TO THE TRUSTEE
[Closing Date]
City Council
City of Carlsbad
Carlsbad, California
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in the Purchase Contract Dated - , 1983
555 California Street
San Francisco, California 94104
CITY OF CARLSBAD
CALIFORNIA
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS,
ISSUE OF 1983
Ladies and Gentlemen:
I have acted as counsel for Security Pacific National
Bank, a national banking association (the "Bank") , in
connection with the Bank's serving as trustee under a trust
indenture dated June 15, 1983 (the "Trust Indenture"), which
was authorized by a resolution of the City Council of the
City of Carlsbad, California (the "City") , adopted on
June 21, 1983 (the "Resolution"), relating to the issuance of the abovementioned bonds (the "Bonds"). All capitalized
terms used herein shall, except as the context otherwise
requires, have the meanings set forth in the Trust Indenture.
In that connection I have examined originals or copies
certified or otherwise identified to my satisfaction of the
Trust Indenture, and the charter documents of the Bank, and
have examined such other documents, and have made such
factual inquiries, as I have deemed necessary or desirable for the purpose of rendering the opinions set forth below.
Based on the foregoing I am of the opinion that:
(i) The Bank is a national banking association
duly organized and validly existing under the laws of
the United States;
c- 1 040181-0021-161-2266f 06/13/83
.,
(ii) The Bank has taken all corporate action necessary to assume the duties and obligations of the
Trustee under the Trust Indenture and to authorize in
such capacity the execution and delivery of the Mortgage Sale and Service Agreements among the City, the Bank (as
Trustee) and each of the Lending Institutions
(collectively, the "Agreements") ;
(iii) The Bank has duly authorized the execution and
delivery of the Trust Indenture and the Agreements, and
the Trust Indenture and the Agreements, when executed,
will be legal, valid and binding obligations of the Bank
in its capacity as Trustee under the Trust Indenture,
and enforceable against the Bank in said capacity in
accordance with their terms, except (a) enforcement
thereof may be limited by bankruptcy, insolvency,
moratorium or other laws or equitable principles
affecting the enforcement of creditors' rights; (b) the
availability of specific performance, injunctive relief
or any other equitable remedy is subject to the
discretion of the court before such proceedings may be
brought; and (c) a court may not grant relief for a breach of a provision of the Agreements if it concludes
that the grant of such relief would be unreasonable
under the then existing circumstances. Insofar as the
Agreements may relate to any collateral for the Bonds, I
express no opinion with respect thereto, including,
without limitation, any perfection or priority thereof
or the availability of any remedies in connection
therewith;
(iv) The Bank has all necessary trust powers
required to carry out its duties and obligations as
Trustee under the Trust Indenture;
(v) Other than routine filings required to be made with governmental agencies in order to preserve the
Bank's authority to perform a trust business, all
approvals, consents and orders of any governmental
banking authority or banking agency having jurisdiction
over the Bank which would constitute a condition
precedent to the performance by the Bank of its duties
and obligations as Trustee under the Agreements have
been obtained and are in full force and effect; and
(vi) No litigation is pending or, to the best of my
knowledge, threatened against the Bank in any way
contesting or affecting the existence or powers
(including trust powers) of the Bank or the Bank's
ability as a matter of legal right to fulfill its duties
and obligations under the Trust Indenture and the
Agreements.
c-2 040181-0021-161-2266f 06/13/82
This opinion may not be relied on with respect to any
transaction other than that contemplated by the Trust
Indenture and the Agreements, or by any person other than
yourselves and the registered owners of the Bonds.
Very truly yours,
c-3 040181-0021-161-2266f 06/13/83
EXHIBIT D
Letterhead of COUNSEL TO THE ADMINISTRATOR
[Closing Date]
City Council
City of Carlsbad
Carlsbad, California
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in the
555 California Street
San Francisco, California 94104
, 1983 Purchase Contract Dated -
$
CITY OF CARLSBAD
CALIFORNIA
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1983
Dear Sir:
We have acted as counsel to
(the "Administrator") in connection with
its participation in the City of Carlsbad home mortgage
finance program (the "Program") as Administrator (as that term is defined) of the above-captured bond issue pursuant to
certain Mortgage Sale and Service Agreements (the
"Agreements" ) .
As such counsel, we have made such legal and
factual examinations and inquires as we deem necessary for
purposes of this opinion, have reviewed all corporate
documents and records of the Administrator and have reviewed
the Agreements.
Based upon the foregoing examinations, inquiries,
and reviews, we are of the opinion that:
(1) the Administrator is a corporation duly
organized, validly existing and in good standing under
the laws of the State of , is duly
qualified and in good standing to transact business in the State of California, and possesses all requisite
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040181-0021-161-2266f 06/13/83
authority, power, licenses, permits and franchises
necessary to conduct any and all business contemplated
by, and to execute, deliver and comply with its
obligations under the terms of the Agreements, the
execution, delivery and performance of which have been
duly authorized by all necessary corporate action;
(2) the execution and delivery of the
Agreements by the Administrator as contemplated therein
and the performance and compliance with the terms
thereof will not violate its articles of incorporation
or bylaws, or any laws which would have any material
adverse effect whatsoever upon the validity, performance
or enforceability of any of the terms of the Agreements
applicable to the Administrator and will not constitute
a material default (or constitute with notice or lapse
of time, or both, a default) under, or result in the
breach of, any material contract, agreement or other
instrument to which the Administrator is a party or
which may be applicable to it or any of its assets;
(3) the execution and delivery of the Agreements by the Administrator in the manner
contemplated therein and the performance and compliance
with the terms thereof by it do not require the consent
or approval of any governmental authority;
(4) the Agreements and all documents and
instruments contemplated thereby which are or pursuant
thereto will be executed and delivered by the
Administrator will constitue valid, legal and binding obligations of the Administrator, enforceable in
accordance with their terms except as such enforcement
may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of
creditors' rights in general and by general equity
principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law);
(5) the Administrator has taken all action
necessary for the acceptance of, and has duly accepted,
the office of Administrator under the Agreements; and
(6) the statements contained in the Official
Statement relating to the Bonds, insofar as they purport
to describe the Administrator and the Agreements, are
true and correct in all material respects and present a
fair summary of the Administrator and the Agreements,
(except for numerical, financial and statistical data
included therein, as to which I express no opinion), and, without having undertaken to determine
D-2 040181-0021-161-2266f 06/13/82
independently the accuracy, completeness or fairness of
the statements contained in the Official Statement
except as set forth herein, nothing has come to my
attention that would lead me to believe that such
statements in the Official Statement contain any untrue
statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the
light of the circumtances under which they were made,
not misleading (except for numerical, financial or
statistical data included therein, as to which I express
no opinion).
Very truly yours,
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040181-0021-161-2266f 06/13/83
EXHIBIT E
Letterhead of
COUNSEL TO PRIVATE MORTGAGE INSURER
[Closing Date]
City Council
City of Carlsbad
Carlsbad, California
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in the Purchase Contract Dated - , 1983
555 California Street
San Francisco, California 94104
CITY OF CARLSBAD
CALIFORNIA
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1983
Ladies and Gentlemen:
I have acted as counsel to (the "Company") in connection with its
participation in the City of Carlsbad home mortgage finance
program (the "Program"). In that connection, I have examined
the originals or copies identified to my satisfaction of such documents as we deem necessary in order to render this
opinion.
(A) the Company is an insurance company, duly organized, validly existing and holding a current certificate of
authority to transact insurance business under the laws of
the state of its incorporation, is duly qualified to do
business in all jurisidictions where the nature of its
operations, as contemplated by the insurance policies it
shall issue with respect to the Home Mortgages, legally
requires such qualification; (B) the execution, delivery and
performance by the Company of the private mortgage guaranty
insurance policies (as described in the Official Statement)
have been duly authorized by all necessary corporate action
on the part of the Company, and under present law does not and will not contravene any law or governmental regulation or
order presently binding on the Company or the Charter or the
Bylaws of the Company or, to my knowledge, contravene any
provision of or constitute a default under any known
Based on the foregoing, I am of the opinion that:
E-1 040181-0021-161-2266f 06/13/83
..
indenture, contract or other instrument to which the Company
is a party or by which it is bound; (C) the execution, delivery and performance by the Company of the insurance
policies does not require the consent or approval of, the
giving of notice to, the registration with, or the taking of
any other action in respect of any federal, state or other
governmental agency or authority which has not previously been effected; (D) the private mortgage guaranty insurance
policies when issued will be duly issued by the Company and
such policies will constitute the legal, valid and binding
agreements of the Company, enforceable against it in
accordance with their terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors'
rights generally; and (E) the summary of said private
mortgage guaranty insurance policy under the caption
"INSURANCE -- PRIVATE MORTGAGE GUARANTY INSURANCE" in the
Official Statement is consistent in all material respects
with the provisions of such policies, and I do not know of
any (1) statute, (2) administrative regulation, rule or
interpretation, (3) controlling judicial authority, or
(4) operating or administrative standards or procedures of the Company, which would make such summary inconsistent.
I have reviewed the description of and information
concerning the Company and its activities contained in the
Official Statement. Nothing has come to my attention which would lead me to believe that such description or information
contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances
in which they are made, not misleading.
Very truly yours,
E-2 040181-0021-161-2266f 06/13/82
.
EXHIBIT F
Letterhead of
GUARANTOR
[Closing Date]
City Council
City of Carlsbad
Carlsbad, California
Blyth Eastman Paine Webber Incorporated
and the other Purchasers named in
555 California Street
San Francisco, California 94104
, 1983 the Purchase Contract Dated -
CITY OF CARLSBAD
CALI FORN I A
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1983
Ladies and Gentlemen:
We have acted as counsel for (the
"Guarantor"), which executed that certain Guaranty (the "Guaranty" ) dated , 1983 to evidence its
guaranty of certain obligations of
"Lending Institution") under a Mortgage Sale and Service Agreement dated as of - , 1983.
(the
In that connection we have examined originals or copies
certified or otherwise identified to our satisfaction of
(i) the Guaranty, (ii) the Charter and Bylaws of the
Guarantor, and (iii) such other documents as we deem relevant
to the rendering of this opinion.
Based on the foregoing, and on diligent inquiry of the
Guarantor, we are of the opinion that:
(i) The Guarantor is a corporation, duly created
and lawfully existing under the laws of its state of
incorporation and is licensed to do business in the
State of California;
(ii) The Guaranty has been duly authorized,
executed and delivered by the Guarantor, and constitutes
a valid, legal and binding obligation of the Guarantor
F- 1 040181-0021-161-2266f 06/13/83
\
enforceable in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency,
reorganization or other laws or equitable principles
affecting creditors' rights generally;
(iii) To the best of our knowledge, the execution
and delivery of the Guaranty, and the performance by the
Guarantor of its obligations thereunder, do not violate
the Charter or Bylaws of the Guarantor or any court
order by which the Guarantor is bound, and, to the best
of our knowledge, such actions do not constitute a
default under any agreement, indenture, mortgage, lease,
note or other obligation or instrument to which the
Guarantor is a party or by which it is bound and no approval or other action by any governmental authority
or agency is required in connection therewith; and
(iv) To the best of our knowledge, there is no
action, suit, proceeding, inquiry or investigation at
law or in equity or before or by any public board or
body pending or, to our knowledge, threatened against or
affecting the Guarantor or, to the best of our
knowledge, any basis therefor, wherein an unfavorable
decision, ruling or finding would adversely affect the
transactions contemplated by the Guaranty.
Very truly yours,
F-2 040181-0021-161-2266f 06/13/82