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HomeMy WebLinkAboutResolution No. 28611019-9 JliHW:ACH:ea 07'17,86 H7324 i RESOLUTION NO. 286 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 CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT, TAX ALLOCATION BONDS, 1966 SERIES A, ADOPTING OFFICIAL NOTICE OF SALE, APPROVING DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING OTHER OFFICIAL ACTIONS AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") intends to authorize by resolution the issuance by the Agency of its Central Business District Redevelopment Project, Tax Allocation Bonds, 1986 Series A, in the principal amount of not to exceed 7,000,000 (the "Bonds") and it is desirable that the Bonds 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. Tuesday, August 12, 1986, at the hour of 11:00 a.m. (P.D.S.T.) is hereby fixed as the time, and the offices of Jones Hall Hill & White, Four Embarcadero Center, Suite 1950, San Francisco, California, is hereby fixed as the place at which bids will be received for the purchase of the Bonds, as described in and subject to the terms and conditions of the Official Notice of Sale hereinafter set forth. The Bonds shall be awarded within 48 hours thereafter by the Agency to the bidder who submits the bid for the Bonds which results in the lowest net interest cost to the Agency to be determined in accordance with the Official Notice of Sale. 5ection 2. The Secretary of the Agency is hereby authorized and directed to publish the Official Notice of Sale one time no later than August 7, 1986, in The Daily Report, an official newspaper circulated in the City of Azusa. Such notice shall be in substantially the following form, provided that the Secretary shall cause such notice to set forth such modifications as shall be necessary to cause the notice to conform to the terms of the Bonds 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: OFFICIAL NOTICE OF SALE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, 1986 SERIES A NOTICE IS HEREBY GIVEN that sealed proposals will be received by a representative of the Redevelopment Agency of the City of Azusa (the "Agency") at the offices of Jones Hall Hill& White, Four Embarcadero Center, Suite 1950, San Francisco, California, on TUESDAY, AUGUST 12, 1986 at 11:00 A.M. (P.D.S.T.) for the purchase of not to exceed $7,000,000 principal amount of bonds of the Agency designated the "Redevelopment Agen�:y of the City of Azusa Central Business District Redevelopment Project, Tax Allocation Bonds, 1986 Series A" (the "Bonds"), authorized pursuant to a resolution to be adopted by the Agency prior to delivery of the Bonds to the successful bidder (the "Resolution"), pursuant to a Trist Indenture to be dated the date of the Bonds and pursuant to the Community Redevelopment Law of the Slate of California (being Part 1 of Division 24 of the Health and Safety Code of the State of California). The Bonds are being issued on a parity with the Agency's outstanding Central Business District Redevelopment Project Tax Allocation Bonds, Series A. The Bonds are more particularly to be described in the Resolutions and in the preliminary Official Statement, copies of which will be furnished to any interested bidder upon request. See "Official Statement" herein. The Bonds are generally described as follows: ISSUE: $ principal amount consisting of fully registered Bonds without coupons of the denomination of $5,000 each or any integral multiple thereof, all dated as of August 1, 1986. Additional Bonds may be issued pursuant to the Resolutions or pursuant to other resolutions authorizing the issuance of such additional bonds, but only subject to the limitations and conditions set forth in the Resolutions. The exact issue size and the amounts of the various serial maturities and minimum term bond payments (both herein after described) may be modified, as shall be set forth in the preliminary Official Statement. See "Official Statement" herein. -2- MATURITIES: The Bonds will mature as follows: Maturity Date Au4ust L- 1987 1987 1988 1989 1990 1991 1992 1993 1994 Principal Amoun 0 Maturity Date August 1- 1995 1996 1997 1998 1999 2000 2015 2016 Principal A i Lint MINIMUM TERM BOND PAYMENTS: The Bonds maturing August 1, 2015, will be subject to mandatory call and redemption by lot from sinking account installments on August 1, 2001, and on each August 1 thereafter to and including August 1, 2015, at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium, in the following amounts: Maturity Dale Principal August 1 _ An)Qun Maturity Date _ August 1 Amount 2001 $ 2008 $ 2002 2009 2003 2010 2004 2011 2005 2012 2006 2013 2007 2014 2015 (maturity) The Bonds maturing August 1, 2016, will be subject to mandatory call and redemption by lot from sinking account installments on August 1, 1992, and on each August 1 thereafter to and including August 1, 2016, at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium, in the following amounts: -3- The Agency may purchase Bonds from moneys deposited as sinking account installments. REDEMPTION: Bonds maturing on or before August 1, 1996, are not subject to call or redemption prior to the respective maturity dates. The Bonds maturing on or after August 1, 1997, may be called before maturity and redeemed at the option of the Agency in whole or in part in inverse order by maturity and by lot within a maturity from available funds on any August 1 or August 1, commencing August 1, 1996, upon payment of accrued interest to the date of call at a redemption price as shown in the following schedule (computed upon the principal amount of Bonds called for redemption). Notice of call for redemption shall be given as provided in the Resolutions. Year of Redemptign Redemption Price August 1, 1996 and February 1, 1997 102.0% August 1, 1997 and February 1, 1998 101.5% August 1, 1998 and February 1, 1999 101.0% August 1, 1999 and February 1, 2000 100.5910 August 1, 2000 and thereafter 100.0% PAYMENT`. Both principal of and interest on the Bonds and any premium upon the redemption thereof are payable in lawful money of the United Slates of America. Principal on the Bonds is payable at the corporate trust office of Security Pacific National Bank, the trustee of the Agency (the "Trustee"), in Los Angeles. California. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check or draft of the Trustee mailed to the registered owner hereof at the registered owner's address as it appears on the registration books maintained by the Trustee or at such other address as the registered owner may have tiled with the Trustee for that purpose. REGISTRATION: Bonds may be reregistered and may be exchanged for other fully registered Bonds of other authorized denominations, in each case for the same aggregate a Maturity Dale Principal Maturity Date August 1 Anioun August 1 AmoLin 1992 $ 2004 $ 1993 2005 1994 2006 1995 2007 1996 2008 1997 2009 1998 2010 1999 2011 2000 2012 2001 2013 2002 2014 2003 2015 2016 (maturity) The Agency may purchase Bonds from moneys deposited as sinking account installments. REDEMPTION: Bonds maturing on or before August 1, 1996, are not subject to call or redemption prior to the respective maturity dates. The Bonds maturing on or after August 1, 1997, may be called before maturity and redeemed at the option of the Agency in whole or in part in inverse order by maturity and by lot within a maturity from available funds on any August 1 or August 1, commencing August 1, 1996, upon payment of accrued interest to the date of call at a redemption price as shown in the following schedule (computed upon the principal amount of Bonds called for redemption). Notice of call for redemption shall be given as provided in the Resolutions. Year of Redemptign Redemption Price August 1, 1996 and February 1, 1997 102.0% August 1, 1997 and February 1, 1998 101.5% August 1, 1998 and February 1, 1999 101.0% August 1, 1999 and February 1, 2000 100.5910 August 1, 2000 and thereafter 100.0% PAYMENT`. Both principal of and interest on the Bonds and any premium upon the redemption thereof are payable in lawful money of the United Slates of America. Principal on the Bonds is payable at the corporate trust office of Security Pacific National Bank, the trustee of the Agency (the "Trustee"), in Los Angeles. California. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check or draft of the Trustee mailed to the registered owner hereof at the registered owner's address as it appears on the registration books maintained by the Trustee or at such other address as the registered owner may have tiled with the Trustee for that purpose. REGISTRATION: Bonds may be reregistered and may be exchanged for other fully registered Bonds of other authorized denominations, in each case for the same aggregate a principal amount and of the same maturity. There will be no charge for the first exchange of any Bond in the form in which it is originally issued. PURPOSE OF ISSUE: The Bonds are being issued to aid in the financing of the Central Business District Redevelopment Project of the Agency. Bidders are referred to the preliminary Official Statement for further particulars. (See "Official Statement" herein.) SECURITY: The Bonds and the interest thereon and all other Bonds and the interest thereon (to the extent set forth in the Resolution) are payable from, and are secured by a charge and lien on the Tax Revenues derived by the Agency from the Project Area (as those terms are defined in the Resolutions) and, to the extent set forth in the Resolutions, all such Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Resolutions and the Law, for the security and payment or redemption of, and for the security and payment of interest on, the Bonds on a parity with each other and with the Agency's outstanding Central Business District Redevelopment Project Tax Allocation Bonds, 1986 Series A. Notwithstanding the foregoing, in accordance with the Resolutions, certain amounts out of Tax Revenues may be applied for other purposes as provided in the Resolutions. Bidders are referred to the preliminary Official Statement for further particulars. (See "Official Statement" herein.) TAX EXEMPT STATUS: In the event that prior to the delivery of the Bonds (a) the income received by private holders from notes, bonds or other obligations of the same type and character shall be declared to be taxable (either at the lime of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse tax effect upon holders of the Bonds as such, the successful bidder may, at the bidders option, prior to the lender of the Bonds by the Agency, be relieved of the bidders obligation under the contract to purchase the Bonds, and in such case the deposit accompanying the bidders bid will be returned. ARBITRAGE: On the basis of the facts, estimates and circumstances (including covenants of the Agency) in existence on the date of issue of the Bonds it is not expected that the proceeds of the Bonds will be used in a manner that will cause the Bonds to be arbitrage bonds and the Agency will furnish to the successful bidder at the time of delivery of the Bonds an arbitrage certificate certifying to the foregoing. LEGAL OPINION: The legal opinion of Jones Hall Hill & While, A Professional Law Corporation, San Francisco, California, bond counsel, approving the validity of the Bonds and stating that interest on the Bonds is exempt from income taxes of the United Slates of America, 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 to the successful bidder without charge. The legal opinion will be subject to laws aflccting creditor's rights and to the exercise of judicial discretion in accordance with general principles of equity. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each Bond without charge to the purchaser. -5- 0 0 TERMS OF SALE FORM OF BID; MAXIMUM DISCOUNT: All bids must be for not less than all of the Bonds hereby offered for sale and accrued interest to the date of delivery, plus such premium as is offered or less such discount as is specified in the bid; provided that the amount of discount specified in any bid shall not exceed 2.5% of the principal amount of the Bonds. Each bid, together will) the bidder's check, must be enclosed in a sealed envelope addressed to the Secretary of the Agency and delivered to its representative at the address mentioned above with the envelope and bid clearly marked "Proposal for Purchase of Central Business District Redevelopment Project Tax Allocation Bonds, 1986 Series A". Each bid must be in accordance with the terms and conditions set forth in this notice. INTEREST RATE: The maximum rate bid may not exceed twelve percent (12%) per annum. Interest is payable commencing on August 1, 1987, and thereafter semiannually on August 1 and May 1 in each year. Bidders must specify the rate of interest which the Bonds hereby offered for sale shall bear. Each interest rate specified in any bid must be in a multiple of one-eighth or one -twentieth of one percent per annum and a zero rate of interest cannot be specified. The Bonds of each maturity shall bear the sarne interest rate. No interest payment shall be evidenced by more than one interest rate. The Bonds shall bear interest from their date to their stated maturity date at the interest rate specified in the bid. The interest rate bid on any maturity of the Bonds shall be equal to or shall be greater than the interest rale on any preceding maturity of the Bonds. 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 Bonds 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 Bonds to their maturity dale 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. For purposes of determining interest cost, the Bonds maturing on August 1,2015, and August 1, 2016, will be deemed to mature on August 1 in the amounts and in the years set forth above under the heading "Minimum Term Bond Payments". The purchaser must pay accrued interest from the date of the Bonds to the date of delivery. All interest will be computed on a 360-d1ay year basis. The cost of printing the Bonds 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: The Agency will take action awarding the Bonds 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. 0 0 • DELIVERY AND PAYMENT, TEMPORARY BOND: Delivery of the Bonds will be made to the successful bidder at the office of Jones Hall Hill & White, A Professional Law Corporation, Four Embarcadero Center, Suite 1950, San Francisco, California, as soon as the Bonds can be prepared. Payment for the Bonds must be made in federal reserve bank funds or other funds immediately available to the Agency in San Francisco, California. Any expense of providing such funds shall be borne by the purchaser. In the event that the Agency is unable, for and reason, to deliver definitive Bonds prior to August 15, 1986 (or such earlier date as the pending "Tax Reform Act of 1985" shall become effective), then tfre successful bidder shall be required to accept delivery and pay for temporary Bonds, which shall be exchanged for definitive Bonds as soon as the definitive Bonds can be prepared. 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 Bonds and lender 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. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company transacting business in the Slate of California, in the amount of $35,000 payable to the order of the Agency, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of his bid. The check accompanying any accepted proposal shall be cashed and the proceeds thereof applied to the purchase price. The check shall be cashed and the amount thereof retained by the Agency if, after the award of the Bonds, tl a successful bidder fails to complete its purchase on the terms staled in its proposal. The check accompanying each unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST COST: Each bidder is requested, but not required, to stale in its bid the total net interest cost of its bid in dollars to the Agency, and the percentage not interest cost determined thereby, which shall be considered as informative only and not binding on either the bidder or the Agency. NO LITIGATION: There is no litigation pending concerning the validity of the Bonds, the existence of the Agency or the title of the officers thereof to their respective offices, and the Agency will lurnish to the successful bidder a no -litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds. Bidders are referred to the official statement for lurther particulars. CUSIP NUMBERS: It is anlicipaled that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of its bid. All expenses in relation to the printing of the CUSIP numbers on the Bonds 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 by the purchaser. 7- 0 0 OFFICIAL STATEMENT: The Agency has caused a preliminary Official Statement to be prepared containing additional information relating to the Bonds and the Agency, copies of which may be obtained at the office of the Agency's Financing Consultant, FISER Public Finance, 655 Montgomery Street, Suite 810, San Francisco, California 94111, telephone (415) 362-8555. The Agency will furnish the successful bidder with a reasonable number of copies of the final Official Statement without charge. CERTIFICATE: The Agency will provide to the purchaser of the Bonds a certificate, signed by an official of the Agency, confirming to the purchaser that, at the time of the acceptance of the bid for the Bonds and at the time of delivery thereof, to the best of the knowledge of said official, the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and that there has been no material adverse change in the financial condition or affairs of the Agency between the date of sale and the dale of delivery of the Bonds. Dated: , 1986. lsi� Executive Director Redevelopment Agency of the City of Azusa 5gclion 3. The Secretary shall also have caused a copy of a notice of intention to sell Bonds to be published on or before July 28, 1986, in The Bond Buyer, a financial publication generally circulated throughout the State. Such notice shall be substantially in the following form: NOTICE OF INTENTION NOTICE IS HEREBY GIVEN that the Redevelupment Agency of the City of Azusa, Azusa, California, intends to sell not to exceed $7,000,000 principal amount of Redevelopment Agency of the City of Azusa, Central Business District Redevelopment Project Tax Allocation Bonds, 1986 Series A, at public sale. Bids will be received on Tuesday, August 12, 1986, at 11:00 A.M. (P.D.S.T.), at the offices of Jones Hall Hill 8 White, Four Embarcadero Center, Suite 1950, San Francisco, California 94111, telephone (415) 391-5780. The Official Notice of Sale and the Official Statement pertaining to the Bonds are being prepared and may be obtained from FISER Public Finance, 655 Montgomery Street, Suite 810, San Francisco, California 94111, telephone (415) 362-8555. E46utive Director Redevelopment Agency of the City of Azusa $90ion 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 Bonds to be 0 • given to the California Deb( Advisory Commission immediately upon adoption of this Resolution, such notice to be substantially in the form required by the Commission. Section 5. The preliminary Official Statement relating to the Bonds, prepared by FISER Public Finance, is approved for distribution by FISER Public Finance to municipal bond broker-dealers, to banking institutions and to members of the general public who may be interested in purchasing the Bonds. The Agency staff is authorized to approve the amendment of the preliminary Official Statement, from time to lime, pending distribution of the preliminary Official Statement as shall be required to cause such preliminary Official Statement to contain any further information necessary to accurately describe the Bonds. The final Official Statement relating to the Bonds shall be submitted to the Executive Director of the Agency for approval. Section 6. This Resolution shall be effective immediately from and after passage and adoption. -9- 0 0 PASSED AND ADOPTED on July 21,1986, by the following vote: AYES: BOARDMEMBERS: AVILA, COOK, LATTA, MOSES NOES: BOARDMEMBERS: NONE ABSENT BOARDMEMBERS: CRUZ Chan_ Redevelopment Agency of the City of Azusa (SEAL) Attest: Secretary, Redevelopment Agency of the City of Azusa -10-