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HomeMy WebLinkAboutResolution No. 2280 0 11019-8 JHHW:ACH:ea 11/26/85 RESOLUTION NO. 228 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AUTHORIZING AND DIRECTING THE NOTICE OF SALE OF REDEVELOPMENT AGENCY OF THE CITY OF AZUSA WEST END REDEVELOPMENT PROJECT 1985 TAX ALLOCATION NOTES, ADOPTING OFFICIAL NOTICE OF SALE, APPROVING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING OTHER OFFICIAL ACTIONS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO H7064 WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") intends to authorize by resolution the issuance by the Agency, of its Redevelopment Agency of the City of Azusa West End Redevelopment Project 1985 Tax Allocation Notes, in the principal amount of $2,400,000 but in any event not to exceed $6,500,000 (the "Notes") and it is desirable that the Notes be offered for public sale at this time; NOW, THEREFORE, BE IT RESOLVED BY THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, as follows: Section 1. Monday, December 16, 1985, at the hour of 11:00 a.m. (Pacific Time), and Monday, December 23, 1985, and Monday, December 30, 1985, at such time (without further advertizing and so long as no bids have been opened prior thereto) is fixed as the time, and the Offices of Jones Hall Hill b White, Four Embarcadero Center, Suite 1950, San Francisco, California, 94111, is hereby fixed as the place at which bids will be received for the purchase of the Notes, as described in and subject to the terms and conditions of the Official Notice of Sale described in Section 3. The Notes shall be awarded to the bidder who submits the bid for the Notes which results in the lowest net interest cost to the Agency to be determined in accordance with the Official Notice of Sale. Section 2. The Secretary of the Agency is hereby authorized and directed to publish the Official Notice of Sale of the Notes one time no later than December 11, 1985, in the San Gabriel Valley Tribune, an official newspaper of the City of Azusa. Such Notice shall be substantially in the form as set forth in Exhibit A attached hereto and hereby made a part hereof, provided that the Secretary shall cause such Notice to set forth such insertions and modifications as shall be necessary to cause the Notice to conform to the terms of the Notes (including any appropriate modifications of the total principal amount thereof and the annual principal payments thereon) as such terms shall be set forth in the Preliminary Official Statement approved and distributed pursuant to the provisions of Section 5 of this Resolution. Section 3. The Secretary has caused a copy of a notice of intention to sell the Notes to be published on or before December 1, 1985, in The Bond Buyer, a financial publication generally circulated throughout the State. The publication of such notice in substantially the following form is hereby ratified and approved: NOTICE OF INTENTION NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692 and California Health and Safety Code Section 34355, that the Redevelopment Agency of the City of Azusa, Azusa, California, intends to sell its not to exceed $3,000,000 principal amount of Redevelopment Agency of the City of Azusa, West End Redevelopment Project 1985 Tax Allocation Notes and its not to exceed $6,500,000 principal amount of Redevelopment Agency of the City of Azusa, Central Business District Redevelopment Project 1985 Tax Allocation Notes, at public sale. Bids will be received on Monday, December 16, 1985, at the hour of 11:00 a.m. (Pacific Time), and Monday, December 23, 1985, and Monday, December 30, 1985, at such time (without further advertizing and so long as no bids have been opened prior thereto), at the Offices of Jones Hall Hill & White, Four Embarcadero Center, Suite 1950, San Francisco, California, 94111. The Official Notice of Sale and the Preliminary Official Statement pertaining to the Notes are being prepared and may be obtained from Miller & Schroeder Financial, Inc. 505 Lomas Santa Fe Drive, Solano Beach, California 92075, telephone (619) 481-5894. All bids must be in accordance the the requirements of the Official Notice of Sale. Dated: November 27, 1985. Lloyd J. Wood, Executive Director Redevelopment Agency of the City of Azusa Section 4. The Secretary of the Agency shall, pursuant to Section 8855 of the California Government Code, cause a notice of the Agency's intent to sell the Notes to be given to the California Debt Advisory Commission, such notice being substantially in the form required by the Commission and such notice being hereby approved and ratified. Section 5. The Preliminary Official Statement relating to the Notes, prepared by Miller & Schroeder Financial, Inc., Financing Consultants to the Agency, is approved for distribution by Miller & Schroeder Financial, Inc. to municipal Note broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the Notes. The -2- Agency staff is authorized to approve the Official Statement, from time to time, Preliminary Official Statement as shall Preliminary Official Statement to contain any to accurately describe the Notes. The final the Notes shall be submitted to the Agency for • amendment of the Preliminary pending distribution of the be required to cause such further information necessary Official Statement relating to approval. Section 6. This Resolution shall become effective immediately upon adoption. -3- PASSED AND ADOPTED on December 9, 1985, by the following vote: AYES: DIRECTORS: CRUZ, COOK, CAMARENA, LATTA, MOSES NOES: DIRECTORS: NONE ABSENT DIRECTORS: NONE Chair n, Redevelopment Agency of the City of Azusa (SEAL) Attest: Secrefary, Vedevelopment A ec�cy'o —the 'City of Azusa 11019-8 • JHHW: 0 ea 12/04/85 OFFICIAL NOTICE OF SALE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AZUSA, CALIFORNIA $1,100,000 WEST END REDEVELOPMENT PROJECT 1985 TAX ALLOCATION NOTES AND $2,400,000 CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT 1985 TAX ALLOCATION NOTES H/088 NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $1,100,000 principal amount of Redevelopment Agency of the City of Azusa, West End Redevelopment Project, 1985 Tax Allocation Notes and $2,400,000 principal amount of Redevelopment Agency of the City of Azusa, Central Business District Redevelopment Project, 1985 Tax Allocation Notes (together referred to as the "Notes" and individually referred to as a "Series of Notes"), will be received and opened by a representative of the Redevelopment Agency of the City of Azusa (herein the "Agency") at the place and up to the time below specified. TIME: 11:00 a.m. (Pacific Time), Friday, December 20, 1985 PLACE: Jones Hall Hill & White Four Embarcadero Center Suite 1950 San Francisco, Ca 94111 OPENING OF BIDS AND AWARD OF NOTES: The bids will be opened at 11:00 o'clock a.m., Friday, December 20, 1985, at the above -stated location and will be presented at a meeting of the Agency to be held later on said date in the City of Azusa, California. ISSUE: $1,100,000 Notes, all dated as December 1, 1985, designated "Redevelopment Agency of the City of Azusa, West End Redevelopment Project, 1985 Tax Allocation Notes" and $2,400,000 Notes, all dated as of December 1, 1985, designated "Redevelopment Agency of the City of Azusa, Central Business District Redevelopment Project, 1985 Tax Allocation Notes". DENOMINATIONS AND NUMBERS: The Notes will be issued as fully registered Notes in the denomination of $5,000 each or any integral multiple thereof. MATURITIES: The Notes of each Series will mature on December 1, 1988. EXHIBIT A PAYMENT: Principal of the Notes will be payable at Security Pacific National Bank (the "Trustee") Los Angeles, California. Interest will be paid on June 1 and December 1 of each year, commencing June 1, 1986. Interest will be paid by check or draft mailed to the registered owner as his name and address appear in the register kept by the Trustee as of the fifteenth (15th) day preceding the interest payment date. SECURITY: Each Series of Notes is being issued pursuant to the Community Redevelopment Law (Part 1 of Division 24, of the Health and Safety Code of the State of California) and a resolution to be adopted by the Agency authorizing the issuance thereof (the "Resolutions") pursuant to a Trust Indenture between the Agency and the Trustee (the "Indentures"). The Notes are special obligations of the Agency and are secured by a pledge of, and charge upon, and are payable as to principal thereof and interest thereon and any premiums upon redemption of any thereof, from a pledge of "Tax Revenues", as provided in the Indentures. Reference is made to the Indentures and the Official Statement (hereinafter described) for a more exact and complete description of the security for the Notes. REGISTRATION: The Notes of each Series are being issued only in fully registered form, and may be exchanged upon the terms set forth in the Indentures. OPTIONAL REDEMPTION PROVISIONS: The Notes shall be subject to optional redemption by the Agency, as a whole, or in part by lot, on any interest payment date, commencing December 1, 1986, at the following redemption prices (expressed as percentages of the principal amount of the Notes called for redemption), plus accrued interest to the date fixed for redemption (all in the manner described in the Indenture): Redemption Dates Redemption Price December 1, 1986 and June 1, 1987 10145 December 1, 1987 and thereafter 10045 PURPOSE OF ISSUE: The Notes were authorized to accomplish the objectives contained in the respective Redevelopment Plans for the Redevelopment Projects. Bidders are referred to the Official Statement for further particulars (see "Official Statement" herein). TERMS OF SALE: FORM OF BID: Each bid, together with the bid check, must be in a sealed envelope, addressed to the Agency, with the envelope and bid clearly marked: Bid for $1,100,000 Redevelopment Agency of the City of Azusa, West End Redevelopment Project 1985 Tax Allocation Notes or $2,400,000 Redevelopment Agency of the City of Azusa, Central Business District Redevelopment Project 1985 Tax Allocation Notes. Each bid must be unconditional and in accordance with the terms and conditions set forth -2- herein, or permitted herein, and must be submitted on, or in substantial accordance with, bid forms provided by the Agency. INTEREST RATE: The maximum rate bid may not exceed twelve percent (12%) per annum. Interest is payable commencing on June 1, 1986, and thereafter semiannually on December 1 and June 1 in each year. Bidders must specify the rate of interest which the Notes hereby offered for sale shall bear. Each interest rate specified in any bid must be in a multiple of one - twentieth of one percent per annum and a zero rate of interest cannot be specified. The Notes shall bear the same interest rate. No interest payment shall be evidenced by more than one interest rate. The Notes shall bear interest from their date to their stated maturity date at the interest rate specified in the bid. Any premium must be paid as part of the purchase price, and no bid will be accepted which contemplates the cancellation of any interest, or the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price. Bids which do not conform to the terms of this paragraph will be rejected. HIGHEST BID: The Notes will be awarded to the highest responsible bidder considering the interest rate specified and the premium offered, if any, and discount bid, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from, and adding the amount of discount bid (if any) to, the total amount of interest which the Agency would be required to pay from the date of the Notes to their maturity date at the rate specified in the bid, and the award will be made on the basis of the lowest net interest cost to the Agency. The purchaser must pay accrued interest from the date of the Notes to the date of delivery. All interest will be computed on a 360 -day year basis. The cost of printing the Notes will be borne by the Agency. RIGHT OF REJECTION: The Agency reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: Subject to the above conditions of sale, the Secretary of the Agency, on behalf of the Agency, will take action awarding the Notes or the Agency will take action rejecting all bids not later than forty-eight (48) hours after the time herein prescribed for the receipt of a bid; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the Agency notice in writing of the withdrawal of such bid. RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Agency shall fail to execute the Notes and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying its bid. DISCOUNT: Bidders may specify a discount, but the discount shall not exceed five percent (540) of the par value of the Notes. -3- PLACE OF DELIVERY: Delivery of the Notes will be made to the successful bidder in San Francisco, California, or at any other place agreeable to both the Executive Director of the Agency and the successful bidder. Payment for the Notes shall be made in cash or Federal Reserve Bank funds which are immediately available to the Agency. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of $50,000 with respect to the West End Redevelopment Project 1985 Tax Allocation Notes and $50,000 with respect to the Central Business District Redevelopment Project 1985 Tax Allocation Notes, payable to the order of the Redevelopment Agency of the City of Azusa, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the respective Notes in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied on the purchase price, or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Agency, shall then be cashed and the proceeds retained by the Agency and be applied by the Agency in partial satisfaction of whatever actual damages the Agency may suffer by reason of the successful bidder's failure to perform hereunder in accordance with the terms of sale. In such instances, should the Agency's actual damages be determined to be less than said amount, thirty (30) days after any such determination by a court having jurisdiction thereof, becomes final, the balance of said amount shall be returned to the successful bidder. Should the successful bidder fail to perform hereunder, the Agency may also recover all costs relating thereto, including a reasonable amount for attorney's fees. The check accompanying each unaccepted proposal will be returned promptly. CHANGE IN TAX-EXEMPT STATUS: At any time before the Notes are tendered for delivery, the successful bidder may disaffirm and withdraw the proposal if the interest received by private holders from Notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or shall be required to be taken into account in computing federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. CLOSING PAPERS: Each proposal will be understood to be conditioned upon the Agency furnishing to the successful bidder, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of delivery: (a) Legal Opinion. The unqualified legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that interest on the Notes is exempt from income taxes of the State of California, under present Federal income tax laws, regulations, rulings and judicial decisions, and that such interest is also exempt from personal income taxes of the State of California, under present state income tax laws, will be furnished the successful bidder at or prior to the time of delivery of the -4- Notes, at the expense of the Agency. A copy of the opinion of Jones Hall Hill & White, A Professional Law Corporation, certified by an officer of the Agency by her facsimile signature, will be printed on the back of each Note. No charge will be made to the purchaser for such printing or certification. (b) Non -Arbitrage Certificate. A certificate of the Agency certifying that on the basis of the facts, estimates and circumstances in existence on the date of delivery, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds. (c) The Litigation Certificate. At the time of payment for and delivery of the Notes, the Agency will furnish the successful bidder a certificate that there is no litigation pending affecting the validity of the Notes. (d) Signature Certificate. Certificate signed by officers and representatives of the Agency certifying that said officers and representatives have signed the Notes, whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same. (e) Certificate re Official Statement. Certificate of the Agency, signed by an appropriate officer, acting in his official capacity, to the effect that to the best of his knowledge and belief, and after reasonable investigation: (1) neither the Official Statement relating to the Notes nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (2) since the date of the Official Statement no event has occurred which should have been set forth in an amendment or supplement to the Official Statement which has not been set forth in such an amendment or supplement; nor (3) has there been any material adverse change in the operation or financial affairs of the Agency since the date of such Official Statement. CUSIP NUMBERS: CUSIP identification numbers will be requested by the Agency and will be printed on the Notes. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid for by the Agency; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. CALIFORNIA DEBT ADVISORY COMMISSION FEE: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Notes may be charged the California Debt Advisory Commission fee relating to the Notes. OFFICIAL STATEMENT: The Agency has caused a Preliminary Official Statement to be prepared containing additional information relating to the Notes and the Agency, copies of which may be obtained at the office of the -5- Agency's Financing Consultant, Miller & Schroeder Financial, Inc. 505 Lomas Santa Fe Drive, Solano Beach, California 92075, telephone (619) 481-5894. The Agency will furnish the successful bidder with a reasonable number of copies of the final Official Statement without charge. Given by order of the Redevelopment Agency of the City of Azusa adopted on December 9, 1985. /s/ Lloyd J. Wood Lloyd J. Wood, Executive Director Redevelopment Agency of the City of Azusa QT