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HomeMy WebLinkAboutRDA Res 78-04 1978-02-27 - I I . , . . . . " . . RESOLUTION NO. 1 r..1 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH PROVIDING FOR THE SALE OF $4,000,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS WHEREAS, the Redevelopment Agency of the City of Seal Beach (the "Agency") is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law [Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California] and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and . WHEREAS, the Agency has heretofore adopted its Resolution entitled: "Resolution of the Redevelopment Agency of the City of Seal Beach Authorizing the Issuance of Tax Allocation Bonds, Issue of 1978, to Aid in the Financing of a Portion of the Cost of a Redevelopment Project Known as the Riverfront Redevelopment Project and to Retire Previously Issued Notes" (herein sometimes referred to as the "Resolution of Issurance"); and . WHEREAS, the Agency deems it necessary to sell at this time the $4,000,000 Bonds as authorized by the Resolution of Issuance. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section I. Sale Authorized. The sale of $4,000,000 Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Bonds, Issue of 1978 (the "Bonds"), on an all or none basis and in accordance with law, is hereby authorized. Section 2. Notice Inviting Bids. ,The invitation for bids for the purchase of the Bonds is hereby authorized, such invitation to be substantially in accordance with the Notice Inviting Bids attached hereto, marked "Exhibit A" and by this reference incorporated herein. Said Notice Inviting Bids and the Bid Form, including the memorandum of interest cost attached thereto, marked "Exhibit B" and by this reference incoroorated herein, are hereby approved. . .:,., . .... -' .- '.. - I I IJ I' - I : r I I r , I DLH29-2A . " . . . Section 3. Publication of Notice Inviting Bids. The Secretary of the Agency (the "Secretary") shall cause to be published in the manner provided by law, by at least one insertion at least ten (10) days prior to the day fixed for the receipt of bids, the Notice Inviting Bids. Section 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Bonds shall be as specified in said Notice Inviting Bids. The Secretary, upon the advice of the Financial Consultants, is hereby authorized and directed to set the time and date of sale of the Bonds in said Notice Inviting Bids at such time and on such date so as to take full advantage of market aonditions most favorable to the Agency. Section 5. Preliminary Official Statement Approved. The Agency hereby approves, to be furnished to prospective bidders for the Bonds, and to the successful bidder, a certain Preliminary Official Statement, substantially in the form of the draft copy of which has been presented to the Agency. The Financial Consultants and/or Bond Counsel are hereby author ized and directed, pr ior to final preparation for distribution, to fill in blanks and to make such changes as are necessary or desirable to correct errors or clarify the meaning of parts thereof or to add any pertinent informa- tion. A copy of the Preliminary Official Statement shall be filed in the office of the Secretary. Section 6. Preliminary Official Statement Furnished. The Secretary and the Financial Consultants are hereby authorized and directed to cause to be furnished to prospec- tive bidders a reasonable number of copies of said Notice Inviting Bids (including the Bid Form) and a reasonable number of copies of a Preliminary Official Statement. Section 7. QE~E~_of_~~. The Financial Consul tants and/or Bond Counsel are hereby author ized and directed to open the bids at the time and place specified in said Notice Inviting Bids and to present the same to the Agency. The Financial Consultants and/or Bond Counsel are hereby au thor ized and directed (in addition to tak ing the above actions) to receive ~nd record the receipt of all bids made pursuant to said Notice Inviting Bids, to cause said bids to be examined for compliance with said Notice Inviting Bids, to cause computations to be made as to which Bidder has bid the lowest net interest cost to the Agency and to -2- - 1 I I DLH29::3A . . present such bids to the Agency as provided in said Notice Inviting Bids, along with a report as to the foregoing and any other matters deemed pertinent to the award of the Bonds and the proceedings for the issuance thereof. Section 8. Effective Date. This Resolution shall take effect upon its adoption. ~ PASSED, I},{ty, 1978. Vi APPROVED AND ADOPTED THIS ~-day of ATTEST: 4dciRr!:~ Agency of the City of Seal Beach [SEAL] -3- - DLH29:::4A . . . .~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SEAL BEACH ) SECRETARY'S CERTIFICATE RE ADOPTION OF AGENCY RESOLUTION I, Jerdys T. Weir, Secretary of the Redevelopment Agency of the City of Seal Beach, California, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by the said Agency of said City at a ~E9utAe.. meeting of said Agency held on the ;l7.J.!: day of N.8P.uAii:2..~ ' 1978, and that the same was passed and adopted by the fol owing vote, to wit: AYES'. M b .BU'IC4!"fRII/.. tSeAY~ KRGDE'I.t., LAsZlO. em ers We-/-e,. NOES: Members #()IV~ I ASSE"" Ci:~ vJ~ ~ftt~etary f the Redevelopment ency of the City of Seal Beach, alifornia [SEAL] STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SEAL BEACH ss. SECRETARY'S CERTIFICATE OF AUTHENTICATION I I, Jerdys T. Weir, Secretary of the Redevelopment Agency of the City of Seal Beach, California, DO HEREBY CERTIFY that the above and fOr~ing is a full, true and correct copy of Resolution No. 78- of said Agency and that said Resolu- tion was adopted at the time and by the vote stated on the certificate attached thereto, and has not been amended or repealed. r _ J ~e;(r tary 0 the Redevelopment ~ency of the City of Seal Beach, /California [SEAL] DATE: ~teu~~ ~Z /978 -4- - r I r I DLH29~?A ... ... , .. EXHIBIT A REDEVELOPMENT AGENCY OF THE CITY COUNTY OF ORANGE CITY OF SEAL BEACH OF SEAL BEACH NOTICE INVITING BIDS ON $4,000,000 REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH RIVERFRONT REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, ISSUE OF 1978 NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $4,000,000 principal amount of tax allocation bonds of the Redevelopment Agency of the City of Seal Beach will be received by said Agency at the place and up to the time specified: TIME: , 1978 11:00 a.m. PLACE: Law Offices of Richards, Watson, Dreyfuss & Gershon 333 South Eope Street, 38th Floor Los Angeles, California 90071 O~eninq of Bids: The bids will be received at the above t~me and place, will be opened by the Financial Consultants and/or Bond Counsel and will be presented to the Agency at its meeting to be held later that day. Offerinq: $4,000,000 designated "Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Bonds, Issue of 1978," consisting of 800 Bonds, numbered I to 800, both inclusive, of the denomination of $5,000 each, dated March 1, 1978. Maturities: The Bonds will mature on March 1 in the following years: Year of Year of Maturity Amount Maturity Amount 1981 $80,000 1988 $125,000 1982 85,000 1989 130,000 1983 90,000 1990 140,000 1984 95,000 1991 150,000 1985 105,000 1992 155,000 1986 110,000 1993 190,000 1987 115,000 2003 2,455,000 -5- - r , I I I DLH29~6A . . : . Interest: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed eight percent (8%) per annum, payable semiannually on March I and September 1 in each year, commencing September 1, 1978. Payments: The Bonds and the interest thereon and any premiums upon the redemption thereof prior to maturity are payable in lawful money of the United States of America and (except for interest on Fully Registered Bonds, which is payable by check or draft) are payable at the Corporate Agency Division of Bank of America National Trust and Savings Associa- tion, Fiscal Agent for the Agency, in Los Angeles or San Francisco, California, or, at the option of the holder, at the office of any Paying Agent of the Agency in Chicago, Illinois or New York, New York. Registration: To facilitate registration of the Bonds, two forms of Bonds have been provided: (I) those which are negotiable by delivery, payable t~ bearer with negotiable coupons ("Bearer Bonds"), and (2) those which are issued to facilitiate registration and so are issued as Fully Registered Bonds payable to the registered owner ("Fully Registered Bonds"), negotiable only by proper transfer of registration. The Bearer Bonds are not regis- trable by endorsement and, to facilitate their registra- tion, they may be exchunged for Fully Registered Bonds as provided in the Resolution hereinafter referred to. A Bearer Bond or Bearer Bonds may be registered by exchanging the same for a Fully Registered Bond or Fully Registered Bonds, as the case may be. A Bearer Bond or Bearer Bonds and a Fully Registered Bond or Fully Registered Bonds may be exchanged for a Fully Registered Bond or Fully Registered Bonds. A Fully Registered Bond may be exchanged in whole for Bearer Bonds or in part for such Bearer Bonds and the balance for Fully Registered Bonds. Transfer of ownership of a Fully Registered Bond or Fully Registered Bonds shall be made by exchanging the same for a new Fully Regis- tered Bond or Fully Registered Bonds. All of such exchanges shall be made in such manner and upon such reasonable terms and conditions as may from time to time be determined and prescribed by the Agency; provided, however, no such exchange shall be made between the fifteenth day preceding any interest payment date and such interest payment date. Such exchanges shall be free of any costs or charges to the person, firm, or corporation requesting such exchange, except for any tax or governmental charge that may be impo~ed in connection with such ex=hange. Each Bearer Bond issued pursuant to the Resolution shall be of the denomination of $5,000. Each Fully Registered Bond issued pursuant to the Resolution shall be of a denomination which is $5,000 or a multiple thereof, shall be of the same issue, and may be of one or more interest rates and maturities. -6- . ~ I DLH29-7A . ,,' . Call and Redemption of Bonds Prior to Maturity. The outstanding Bonds, or any of them, mayor shall, as the case may be, be called before maturity and redeemed as follows: (a) The outstanding term Bonds shall be called before maturity and redeemed, in whole or in part, from the money which has been deposited into the Term Bond Sinking Fund Account, on March I, 1994, or on any interest payment date thereafter prior to maturity. If less than all of such Bonds outstanding are to be redeemed at anyone time, the Bonds to be redeemed shall be determined by lot. Bonds so called for redemption shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium. (b) The outstanding Bonds maturing on or after March 1, 1989, may be called before maturity and redeemed at the option of the Agency, in whole from the proceeds of refunding bonds, or in whole or in part from any other source of funds except the Term Bond Sinking Fund Account, on March I, 1988, or on any interest payment date thereafter prior to maturity. If less than all of the Bonds outstanding are to be redeemed at anyone time, the Bonds to be redeemed shall be redeemed in inverse order of maturity and within a maturity by lot. Bonds called for redemption shall be redeemed at a redemption price for each redeemed Bond equal to the principal amount thereof, plus accrued interest to the redemption date, plus the following premium (percentage of principal amount) if redeemed on a redemption date in the following years: PREMIUMS AND REDEMPTION YEARS FOR OPTIONAL CALL Premium Redemption Year -- 21:;% 1988 2% 1989 I 11:;% 1990 1% 1991 1:;% 1992 0% 1993 to Maturity -7- - [' I I I DLH29-;:8A . . Notice of call and redemption shall be given as provided in the Resolution hereinafter referred to. furpose of Issue: The Bor.ds are to be issued by the Agency under and pursuant to the Community Redevelopment Law of the State of California (Part 1 of Division 24 of the Health and Safety Code) for the corporate purposes of the Agency in aiding in the financing of a redevelopment project in the City of Seal Beach, California, known as the Riverfront Redevelopment Project, including, without limitation, the payment and retirement on September 1, 1978, of the Redevelop- ment Agency of the City of Seal Beach, Riverfront Re- development Project, Tax Allocation Negotiable Promissory Notes, Issue of 1975, and the defeasing of the liens and covenants created by Resolution No. 75-10 (As Amended), and are to be issued pursuant to Resolution No. , adopted by the Agency on (herein sometimes referred to as the "Resolution"), to which reference is made for further particulars. Securit~: The Bonds are payable, both principal and interest, solely from Tax Revenues (as defined in the Resolu- tions) and from certain other limited funds as provided in the Resolution. The Bonds are not obligations of the City of Seal Beach. TERMS OF SALE Interest Rate: The rate or rates bid may not exceed eight percent (8%) per annum, payable semiannually, and must be a multiple of 1/20 of l%. No Bearer Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. Only one coupon will be attached to each Bearer Bond for each installment of interest thereon, and bids providing for additional or supplemental coupons will be rejected. Award: The Bonds shall be sold for cash only. All bids must be for not less than all of the Bonds hereby offered for sale and each bid shall state that the bidder offers accrued interest to the date of delivery, the 'purchase price, which shall not be less than ninety-five percent (95%) of principal amount, and the interest rate or rates, not to exceed that specified herein, at which the bidder offers to buy the Bonds. Each bidder shall state in his bid the total -8- - r I I I DLH29-9A " . . net interest cost in dollars and the average net interest rate determined thereby, which shall be considered informative only and not a part of the bid. Highest Bidder: The Bonds will be awarded to the highest responsible bidder considering the interest rate specified and the premium or discount offered, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from, or adding the amount of the discount (if any) to, the total amount of interest which the Agency would be required to pay from the date of the Bonds to the maturity date thereof at the coupon 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 Bonds to the date of delivery computed on a 360-day year basis. The cost of printing the Bonds will be borne by the Agency. Riqht of Rejection: The Agency reserves the right, in its discretion, to reject any and all bids and, to the extent not prohibited by law, to waive any irregularity or informality in any bid. Prompt Award: The Agency will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of bids; 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. CUSIP: CUSIP identification numbers will be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and no liability shall hereafter attach to the Agency or any of the officers or agents thereof because of or on account of said numbers. Any error or omission with respect to said numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Bonds. Delivery and Payment: Delivery of the Bonds will be made to the successful bidder at Jeffries Banknote Company, 1330 West Pico Boulevard, Los Angeles, California, or at such other place as may be agreed upon by the successful bidder and the officer of the Agency making delivery. Payment for the Bonds must be made in funds immediately available to the Agency in Los Angeles, California. -9- - ~ I I ,/ I I I DLH29-10A " . . Prompt Delivery; Cancellation for Late Delivery: The Bonds will be delivered to the successful bidder on any business day on or prior to , and such prompt delivery time is of the essence of the contract to be made hereunder for the sale of the Bonds. The Agency, at its sole option, shall have the right to delay the delivery of the Bonds beyond said date; provided, however, that the successful bidder shall have the right, at his option, to cancel the contract of purchase if the Agency shall fail to execute the Bonds and tender them for delivery within sixty (60) days from the date herein fixed for the receipt of bids, and in such event the successful bidder shall be entitled to the return of the check accompanying his bid, without interest. 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 Bonds of the RedevelOp- ment Agency of the City of Seal Beach". Each bid must be unconditional and in accordance with the terms and conditions set forth herein, or permitted herein, and must be submitted on, or in substantial accordance with, bid forms provided by the Agency. Bid Check: A certified or cashier's check on a responsible bank or trust company in the amount of $150,000 payable to the order of the Agency, must accompany each bid as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of the bid. The check accompanying any accepted bid shall be cashed by the Agency and applied to the purchase price or, if such bid is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Agency, the proceeds of the check accompanying any accepted bid shall be retained by the Agency. The check accompanying each unaccepted bid will be returned promptly. Change in Tax Exempt Status: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw the bid if the interest received by private holders from bonds of the same type and character as the Bonds 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 by the terms of any Federal income tax law enacted subsequent to the date of this notice. -10- - I, I I I DLH29,.,lIA " . . 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. Final Official Statement: The Agency will furnish to the successful bidder, at no charge, 400 copies of the Final Official Statement for use in connection with any resale of the Bonds. The successful bidder shall use his best efforts to furnish or cause to be furnished to each ultimate purchaser on the initial resale of the Bonds a copy of the Final Official Statement. At the time of delivery of the Bonds, the Agency will furnish to the successful bidder a certificate to the effect that at the time of sale of the Bonds and at all times subsequent thereto up to and including the time of such delivery, the Final Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Litigation Certificate. At the time of payment for and delivery of the Bonds, the Agency will furnish the successful bidder a no liti ation certificate containing the following language: "WE CERTIFY that, subject to the exception noted herein, no litigation of a y nature is now pending or threatened restraining r enjoining the issuance and delivery of the Bonds or the levy, collection or allocation of taxes to pay the interest and principal or in any manner questioni g the proceedings or the authority under which the Bonds are issued or affecting the validity of the Bonds thereunder; that neither the corporate existence of the Agency nor the title of the present officers to their respective offices is being contested; and that no steps or proceedings of any kind have been taken to revoke, recall or repeal the pro- ceedings for the issuance of the Bonds, except the case of McNutt et al. v. City of Los Anqeles, et al., No. 210576 (Superior Court Los Angeles County, filed August 22, 1977). -11- - I' I I I DLH29'912A ". . . Leqal Opinion. The opinions of the Bond Counsel firms of Richards, Watson, Dreyfuss & Gershon, Los Angeles, California, and Mudge Rose Guthrie & Alexander, New York, New York, approving the validity of the Bonds and stating that interest on the Bonds is exempt from income taxes of the United States of America, under present Federal income tax laws, 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 the time of delivery of the Bonds, at the expense of the Agency. Such opinion will contain the following paragraph: The Bonds are payable from and secured by an irrevocable pledge of a portion of Tax Revenues. Tax Revenues constitute that portion of taxes levied each year by or for the benefit of the State of California, any city, county, district or other public corporation upon taxable property in the Redevelopment Project Area (as defined in the Resolution) which are received by the Agency and allocated to and paid into the Special Fund (as defined in the Resolution) pursuant to Section 16 of Article XVI of the Constitution of the State of California and Section 33670 of Article 6 of Chapter 6 of the Community Redevelopment Law. The method of deriving Tax Revenues has been challenged by plaintiffs named in a suit, in which they seek a declaration that such method is violative of certain provisions of the United States and California Constitutions and seek to enjoin several redevelopment agencies in Los Angeles County, California, from receiving any further tax revenues from certain redevelopment project areas, entitled McNutt, et al. v. City of Los Angeles, et al., No. 210576 (Superior Court, Los Angeles County, filed August 22, 1977). The Agency is not a named defendant. Based upon our review of the complaint, pertinent statutory and constitutional provisions, existing case law and such other mattters as we have deemed pertinent, although we are not able to conclude that the allegations contained in the pleadings are without merit, it appears unlikely that any decision will be retroactively applied and we are of the opinion that the litigation should not affect the validity of the Bonds and should not prevent the use of Tax Revenues as a source of payment for the Bonds. A copy of the approving oplnlons of Richards, Watson, Dreyfuss & Gershon and of Mudge Rose Guthrie & Alexander, certified by an officer of the Agency by facsimile signature, will be printed on the back of each Bond. No charge will be made to the purchaseer of such printing or certification. -12- - I ) I l L I DLH29~13A '. . ~ . Information Available: Requests for copies of the Resolution and the Preliminary Official Statement pertaining to the Bonds, or for other information concerning the Agency, should be addressed to Miller & Schroeder Municipals, Inc., Financial Consultants to the Agency, 1200 Prospect, Suite 150, La Jolla, California 92037 (800542-6032). GIVEN by order of the Agency adopted on , 1978. Secretary of the Redevelopment Agency of the City of Seal Beach -13- - I I I I DLH29",14A ", . EXHIBIT.' B . $4,000,000 BID FOR THE PURCHASE OF REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, RIVERFRONT REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, ISSUE OF 1978 Redevelopment Agency of the City of Seal Beach City of Seal Beach, California In behalf of a group which we have formed, consisting of and pursuant to the Notice Inviting Bids hereinafter mentioned, we offer to purchase $4,000,000 principal amount, all or none, of the Bonds designated as "Redevelopmment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Bonds, Issue of 1978", particularly described in said Notice, bearing interest at the following rates per annum: Year of Maturity Interest Rate Bid Principal Amount Interest Rate Bid Principal Amount Year of Maturity $ $ % % and to pay therefor the aggregate sum of $ (1) plus accrued interest on such Bonds to the date of delivery thereof. This bid is made subject to all the terms and conditions of the Notice Inviting Bids heretofore published, all of which terms and conditions are made a part hereof as fully as though set forth in full in this bid. (1) $ , plus premium or less discount. -14- - , r I . I I I \ DLH29~15A- - . ~ . As specified in the Notice Inviting Bids, this bid is subject to acceptance not later than twenty-six (26) hours after the expiration of the time for the receipt of bids, and the approving opinions of the Bond Counsel firms of Richards, Watson, Dreyfuss & Gershon, Los Angeles, California, and Mudge Rose Guthrie & Alexander, New York, New York, approving the validity of the Bonds, which will be furnished us (if we are the successful bidder) at the time of delivery of the Bonds at the expense of the Agency. There is enclosed herewith a (2) check , payable to the order of the Agency. for.$ (2) Insert "certified" or "cashier's". There is submitted herewith a memorandum (which shall not constitute a part of this bid) stating the total net interest cost in dollars on the Bonds bid for during their life under this bid, and the average net interest rate determined thereby. MEMORANDUM OF INTEREST COST The total net interest life under the above bid is $ interest rate determined thereby is cost on the Bonds during their , and the average net %. -15-