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HomeMy WebLinkAboutRDA Res 75-11 1975-08-11 I " " 8/8/75 RESOLUTION NO. 15-// RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH PROVIDING FOR THE SALE OF $3,250,000 PRINCIPAL AMOUNT OF TAX ALLOCATION NEGOTIABLE PROMISSORY NOTES OF SAID AGENCY. WHEREAS, the Redevelopment Agency of the City of Seal Beach ("Agency") is a redevelopment agen<.'Y (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 I of Division 24 (commencing with Se<.1ion 330(0) of the Health and Safety Code of the State of California] and the powers of such Agency include the power to issue notes for any of its corporate purposes; and I WHEREAS, the Agency has heretofore adopted its Resolution entitled: "Resolution of the Redevelopment Agency of the City of Seal Beach Authorizing the Issuance of $3,250,000 Principal Amount of Tax Allocation Negotiable Promissory Noles, Issue of 1975, of Said Agency to Aid in the Financing of a Redevelopment Project Known as the Riverfront Redevelopment Project" (hereinafter referred to as "Resolution of Issuance"); and WHEREAS, said Agency deems it necessary to sell at this time the $3,250,000 Notes 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 1. Sale Authorized. The sale of said $3,250,000 REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, RIVERFRONT REDEVELOPMENT PROJECT, TAX ALLOCATION NEGOTIABLE PROMISSORY NOTES, ISSUE OF 1975 ("Notes") in accordance with law is hereby authorized. Section 2. Notice Inviting Bids. The invitation for bids for the purchase of said Notes is hereby authorized, such invitation to be substantially in accordance with 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 hcreto, marked "Exhibit B" and by this reference incorporated herein, are hereby approved. Section 3. Publication of Notice Inviting Bids. The Secretary of the Agency ("Secretary") shall caUSe to be published in the Seal Beach /oumal, a newspaper published and of general circulation in the County of Orange, California, by at least one insertion at least Ilve (5) days prior to the day fixed for the receipt of bids, the Notice Inviting Bids. I Section 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Notes shall be as specified in said Notice Inviting Bids. Section 5. Official Statement Approved. The Agency hereby authorizes the preparation of an Official Statement to be furnished to prospective bidders for the Notes, and to the successful bidder. Section 6. Official Statement Furnished. The Secretary and the Financial Consultant are hereby authorized and directed to cause to be furnished to prospective bidders a reasonable number of copie8 6O,00ll-lI-6 1 - 8/8/75 of the Notice Inviting Bids (including the Bid Form) and a reasonable number of copies of said Official Statement. Section 7. Secretary's Authorization. The Financial Consultant and/or Bond Counsel are hereby authorized and directed to open the bids at the time and place specilled in said Notice Inviting Bids and to present the same to the Agency. The Financial Consultant and/or Bond Counsel are hereby authorized and directed to receive and 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 interest cost to the Agency and to 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 Notes and the pro- ceedings for the issuance thereof. I Section 8. Effective Date. This Resolution shall take effect upon adoption. ADOPTED AND APPROVED this I;Y! day of aj , 1975. ~A~ ~___ C aimlan of the Redevelopment Agency of the City of Seal Beach ATTEST ~~~~ Secretary of the Redevelopment Agency of the Ci~ of Seal Beach [SEAL] I 6O,00lI-lI-6 2 I 8/8/75 STATE OF CALIFORNIA} SECRETARY'S CERTIFICATE COUNTY OF ORANGE ss. RE ADOPTION OF RESOLUTION CITY :l.AL BEYJI I, 'iJIV~~, Secretary of the Redevelopment Agency of the City of Seal Beach, California, DO HEREBY CERTIFY that the foregoing 1\'l}9lution w~duly adopted by the said Agency at a regular meeting of said Agency held on the /I""day of (."lu.-j, 1975, and that the same was passed and adopted by the following vote, to wit: C) J I .iJ9-1f!?lJi(./ ~KHA-V, M#~bW " AYES: Members: ~I:i!tw, a.,..a;.s NOES: Members: AJt1A1f.. ABSENT: Members: A/o/1.c.Je., I I~L~~Lc Secretary of the Redevelopment Agency of the City of Seal Beach, California [SEAL] STATE OF CALIFORNIA 1 SECRETARY'S CERTIFICATE COUNTY OF ORANGE ~ ss. OF AUTHENTICATION CITY OF SEAL B~H J 1,~,w5 ~~ , Secretary of the Redevelopment Agency of the City of Seal Beach, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution NOlS'1I of said Agen~'Y and that said Resolution was adopted at the time and !>y the vote stated on the above certillcate, and has not been amended or repealed. ~JUCu~ I Secretary of the Redevelopment Agency of the City of Seal Beach, California [SEAL] 6O,OOll-2-6 3 I 8/8/75 EXHmIT A REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH COUNTY OF ORANGE NOTICE INVITING BIDS $3,250,000 REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH mVERFRONT REDEVELOPMENT PROJECT TAX ALLOCATION NEGOTIABLE PROMISSORY NOTES, ISSUE OF 1975 NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $3,250,000 par value tax allocation notes 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: September 22, 1975 10:00 o'clock A.M., P.D.S.T. I PLACE: Law OHk..,. of James Warren Beebe, A Law Corporation 6ll West Sixth Street, Suite 1892 Los Angeles, Califonlia 90017 OPENING OF BIDS: The bids will be received at the above time and place, will be opened by the Finandal Coo..ultant and Bond Counsel and will be presented to the Agency at its meeting to be held later that day. ISSUE: $3,250,000 designated "Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Projec:t, Tax Allocation Negotiable Promissory Notes, Issue of 1975", consisting of 6511 notes, numbered I to 6511, ioclusive, of the denomination of $5,000 each, dated September I, 1975. MATURITY: The Notes will mature on Septemher 1, 1978. INTEREST: The Notes shall bear interest at a rate to be Ilxed upon the sale thereof but not to exceed eight perL..,nt (8%) per annum, payable semiannually on March I and September I in each year. I PAYMENTS: The Notes 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 Notes, which is payable by check or draft) are payable at the Corporate Agency Division of Bank of America National Trust and Savings Association, Fiscal Agent of the Agency, in Los Angeles, Califonlia, or, at the option of the holder, at the office of any Paying Agent of the AgenL'Y in New York, New York, or Chicago, Illinois. REGISTRATION: To facilitate registration of the Notes, two forms of Notes have been provided: (I) those which shall be initially issued and which are in negotiable form, payable to bearer with negotiable coupons ("Bearer Notes"), and (2) those which are issued to facilitate registra- tion and so are issued as non-negotiable Fully Registered Notes payable to the registered owner ("Fully Registered Notes). The Bearer Notes are not registrable by endorsement and, to facilitate their registratinn, they may be exchanged for Fully Registered Notes as provided in the Resolution herein- after referred to. A Bearer Note or Bearer Notes may be registered by exchanging the same for a Fully 60,002-2-6 4 I '. 8/8/75 Registered Note or Fully Registered Notes, as the case may be. A Bearer Note or Bearer Notes and a Fully Registered Note or Fully Registered Notes may be exchanged for a Fully Registered Note or Fully Registered Notes. A Fully Registered Note may be exchanged in whole for Bearer Notes or in part for such Bearer Notes and the balance for Fully Registered Notes. Transfer of ownership of a Fully Registered Note or Fully RegisterL>d Notes shall be made by exchanging the same for a new Fully Registered Note or Fully Registercd Notes. All of such exchanges shall be 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 exchangc shall be made between the Ilfteenth day preceding any interest payment date and such intcrest payment date. Such exchanges shall be free of any costs or charges to the person, Ilrm, or corporation requesting such exchange, except for any tax or govern- mental charge that may be imposed in conneL'lion with such exchange. Each Bearer Note issued pursuant to the Resolution shall be of the denomination of $5,000. Each Fully Registered Note issued pursuant to the Resolution shall be of a denomination which is $5,000 or a multiple thereof. I CALLABLE OPTION: The outstanding Notes, or any of them, may be called before maturity and redeemed at thc option of the AgcnL'Y, from any source of funds, on March I, 1976, or on any interest payment date thereafter prior to maturity. If less than all of the Notes outstanding are to be redecmed at anyone time, the Notcs to be redeemed shall be determined by lot. Notes so called for redcmption shall be redeemed at a redemption price for each redeemed Note equal to the prinL1pal amount thereof, plus the following premium (percentage of par value) if re- deemed on the following redemption dates. PREMIUMS AND REDEMPTION DATES Redemption Duto Premium March I, 1976 September 1, 1976 March I, 1977 September I, 1977 March I, 1978 1% 1% %% %% 1,2% Notice of call and redemption shall hc givcu as provided in the Resolution hereinafter referred to. PURPOSE OF ISSUE: The Notes are to be issucd by thc Agency under and pursuant to the Com- munity Redevelopmcnt Law of the State of California (Part 1 of Division 24 of the Health and Safety Code) fur the corporate purposes of the Agency aiding in the Ilnanclng of a Redevelopment Project in the City of Seal Beach, California, known as the Riverfront Redevelopment Project, and are to be issued pursuant to Resolution No. adopted by the Agency on , 1975 (herein referred to as the "Resolution") to which referencc is madc for further particulars. I SECURITY: The Notes are payable, both principal and interest, solely from Tax Revenues (as defined in the Resolution) and from certain other limited funds as provided in the Resolution. The Notes arc not obligations of the City of Seal Beach or the Statc of California and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. TERMS OF SALE Interest Rate: The rate bid may 1I0t esceed eight per cent (11%) per annum, payable semiannually on March I and September 1 in each year and must be a multiple of 1/20 of 1%. The interest on any onc Notc shall be at onc rate only. All Notcs must carry the same interest rate and each coupon period shall be represented by one interest coupon. Bids providing for additional or supplemental coupons will be rejected. 6O,002-ll-6 5 I 8/8/75 Award: The Notes shall be sold for cash only. All bids must be for not less than all of the Notes hereby offered for sale and each bid shall state that the bidder offers accmed interest to the date of delivery, the purchase price, which shall not be less than ninety-Ilve per cent (95%) of par and the interest rate, not to exceed that spccified herein, at which the bidder offers to buy the Notes. Each bidder shall state in his bid the total 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 Notes will be awarded to the highest responsible bidder or bidders considering the interest rate specilled 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 Notes to the maturity date thereof at the coupon rate specilled in the bid, and the award will be madc 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 computed on a 360-day year basis. The cost of printing the Notes will be borne by the Agency. I Right 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 Notes 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 lDade 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: CUS1P identillcation numbers may be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and no liability shall hereafter attach to the Agency or any of the officers or agents thereof because of or on account of said number. Any error or omission with respect to said number shall not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Notes. Delivery and Payment: Delivery of the Notes ,viII be made to the successful hidder at Jeffries Bank- note 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 Notes must be made in funds immediately available to the Agency in Los Angeles, California. Prompt Delivery; Cancellation for Late Delivery: The Notes will be delivered to the successful bidder on September 30, 1975, and such prompt delivery time is of the essence of the contract to be made hereunder for the sale of the Notes. The Agency at its sole option, shall have the right to delay the delivery of the Notes 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 Notes and tender them for delivery within sixty (60) days from the date herein Ilxed for the receipt of bids, and in such event the successful bidder shall be entitled to return of the check accompanying his bid. I 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 $3,250,000 Tax Allocation Negotiable Promissory Notes of the Redevelopment 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. 60,00ll-lI-6 6 I -- 8/8/75 Bid Check: A certilled or cashier's check on a responsible bank or trust company in the amount of $32,500, 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 Notes in accordance with the terms of his bid. The check accompanying any accepted bid shall be held uncashed and returned to the successful bidder upon delivery of the Notes and payment therefor of the full purchase price in funds immediately available to the Agency in Los Angeles, California. 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 check accompany- ing any accepted bid shall then be cashed and the proceeds retained by the Agency. The check accom- panying each unaccepted bid will be returned promptly. At any time before the Notes are tendcred for delivery, the successful bidder may disaffirm and withdraw the bid if the interest received by private holders from the 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 by the terms of any federal income tax law enacted subsequent to the date of this notice. Change in Tax Exempt Status: I Legal Opinion: The unqualilled opinion of the Bond Counsel firm of James Warren Beebe, A Law Corporation, Los Angeles, California, approving the validity of the Notes will be furnished the successful bidder at or prior to the time of delivery of the Notes, at the expense of the Agency. A copy of such opinion, L'Crtilled by an officer of the AgenL'Y by his facsimile signature, will be printed on the back of each dellnitive Note. No charge will be made to the purchaser for such printing or certillcation. No Litigation Certillcate: At the time of payment for and delivery of the Notes, the Agency will furnish the SUL'L'Cssful bidder a l'Crtillcate that there is no litigation pending affecting the validity of the Notes. INFORMATION Requests for copies of the Resolution and the Offidal Statement pertaining to the AVAILABLE: Notes, or for other infonnation coll~'Crning the Agency should be addressed to Miller & Schroeder Municipals Inc., Financial Consultants to the Agency, 7911 Herschel Avenue, La Jolla, California, 92038, (7I 4) 454-7163. GIVEN by order of the Agency adopted on ,1975. Secretary of the Redevelopment Agency of the City of Seal Beach I 6O,OOll-lI-6 7 I 8/8/75 EXHIBIT B BID FOR THE PURCHASE OF $3,250,000 REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH RIVERFRONT REDEVELOPMENT PROJECT TAX ALLOCATION NEGOTIABLE PROMISSORY NOTES ISSUE OF 1975 September 22, 1975 Redevelopment Agency of the City of Seal Beach City of Seal Beach, California In behalf of a group which we have formed, consisting of I and pursuant to the Notice Inviting Bids hereinafter mentioned, we offer to purchase $3,250,000 principal amount, all or none, of the Notes designated as "Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Negotiable Promissory Notes, Issue of 1975", maturing on September I, 1978, particularly described in said Notke, bearing interest at the rate of %, and to pay therefor the aggregate SUm of $ . plus interest accrued on such Notes to the date of delivery thereof. This bid is made subjeL1: 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. I 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 unqualified opinion of the Bond Counselllrm of James Warren Beebe, A Law Corporation, Los Angeles, California, approving the validity of the Notes will be furnished us (if we are the su~'Cessf\l1 bidder) at or prior to the time of delivery of the Notes at the expense of the Agency. There is enclosed herewith a .. check for $32,500, payable to the order of the Agency. . $3,250,000, plus premium or less discount. .. Insert "certi.6.ed" or ..cashier's". 60,002-2-6 8 I , '. 8/8/75 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 Notes during the life of the issue under this hid, and the average net interest rate determined thereby. I . , MEMORANDUM OF INTEREST COST The total net interest cost on the Notes during the lifc of the i..ue under the above bid is $ , and the average net intercst rate dctennined thereby is %. ORIGINAL UNDERWRITER For the purpose of giving approvals, consents and the like under the Resolution referred to in the Notice Inviting Bids, there is hereby designated the Ilrm of . 1- 60,002-2-6 9