HomeMy WebLinkAbout1993-07-13; Housing & Redevelopment Commission; Resolution 2301
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
a
RESOLUTION NO. 230
RESOLUTION OF THE CARLSBAD HOUSING AND
REDEVELOPMENT COMMISSION AUTHORIZING
THE ISSUANCE AND SALE OF TAX ALLOCATION
BONDS IN THE AGGREGATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $17,000,000 RELATING TO
RIZING AND DIRECTING EXECUTION OF RELATED
INDENTURE OF TRUST AND PUBLICATIONS OF
NOTICES, AND AUTHORIZING OFFICIAL ACTIONS
AND RELATED MATTERS
THE VILLAGE REDEVELOPMENT PROJECT, AUTHO-
WHEREAS, the Carlsbad Housing and Redevelopment Commission
(the "Comission") is undertaking the redevelopment of the Village Project
in the City of Carlsbad (the "Redevelopment Project"), and for such purpose
the Commission has previously issued its Village Redevelopment Project Area
Tax Allocation Bonds, Series A, in the aggregate principal amount of
$12,000,000 (the "1988 Bonds"); and
WHEREAS, the Commission has determined that it is in the
financial interests of the Comission at this time to advance refund the 1988
Bonds, and in order to provide therefore and to prodde additional funding
for the Redevelopment Project, the Commission proposes to authorize the
issuance of its Carlsbad Housing and Redevelopment Commission Village
Redevelopment Project 1993 Tax Allocation Bonds (the "Bonds") under the
provisions of the California Community Redevelopment Law (the "Law), the
principal of and interest on which will be payable from tax increment
revenues derived from the Redevelopment Project; and
///
///
:* .
1
2
3
4
5
6
'1
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
0 a
WHEREAS, the Commission has duly considered such transactions
and wishes at this time to authorize proceedings for the issuance of the
Bonds and for the public sale thereof.
NOW, THEREFORE, be it resolved, determined, and ordered by
the Carlsbad Housing and Redevelopment Commission as follows:
Section 1. Issuance of Bonds: ApDroval of Indenture. The
Commission hereby authorizes the issuance of the Bonds in the aggregate
principal amount of not to exceed $17,000,000. The Bonds shall be issued
pursuant to the Law and pursuant to an Indenture of Trust dated as of
August 1, 1993, by and between the Commission and Bank of America
National Trust and Savings Association as trustee (the "Indenture"). The
Commission hereby approves the Indenture in substantially the form on file
with the Clerk, together with such additions thereto and changes therein as
the Executive Director shall deem necessary, desirable or appropriate, the
execution of which by the Executive Director shall be conclusive evidence of
the approval of any such additions and changes. The Executive Director is
hereby authorized and directed to execute, and the Clerk is hereby
authorized and directed to attest and affix the seal of the Commission to, the
final form of the Indenture for and in the name and on behalf of the
Commission. The Commission hereby authorizes the delivery and
performance of the Indenture.
Section 2. Call for Bids: Authorization of Comnetitive Sale of
Bonds. The Commission hereby calls for bids to be received for the purchase
///
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
0 0
of the Bonds on Tuesday, August 10, 1993 at 1O:OO a.m. California time.
Bids shall be received, and the Bonds shall be sold, subject to the terms and
conditions set forth in the Official Notice of Sale of the Bonds in substantially
the form attached hereto as Exhibit A and by this reference incorporated
herein, together with any additions thereto or changes therein (including but
not limited to changes in the time and date fixed for sale of the Bonds) as
may be deemed necessary or advisable by the Executive Director. The
Executive Director or his designee is hereby authorized and directed to accept
the best bid determined in accordance with the Official Notice of Sale, in the
name and on behalf of the Commission.
Section 3. Publication of Notices. Pursuant to 53692 of the
Government Code, Jones Hall Hill & White, as bond counsel to the
Commission, is hereby authorized and directed to cause the Notice of
Intention to Sell Bonds, in substantially the form attached hereto as Exhibit
B and by this reference incorporated herein, together with any additions
thereto or changes therein deemed necessary or advisable by the Executive
Director, to be published once in The Bond Buyer. Such publication shall be
made not later than July 26, 1993. Pursuant to Section 33646 of the Health
and Safety Code, the Clerk of the Commission is hereby authorized and
directed to cause said Notice of Intention to Sell Bonds to be published once
in a newspaper of general circulation published in the City of Carlsbad, such
publication to be made not later than August 5, 1993.
///
///
." ~
1
2
3
4
5
6
7
a
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
e 0
Section 4. Official Statement. The Commission hereby approves
the preparation of, and hereby authorizes the Executive Director to deem
final within the meaning of Rule 15~2-12 of the Securities Exchange Act of
1934 except for permitted omissions, a preliminary form of Official
Statement describing the Bonds. Distribution of such preliminary Official
Statement by the financial advisor to prospective bidders on the Bonds is
hereby approved. The Executive Director is hereby authorized to execute the
final form of the Official Statement, including as it may be modified by such
additions thereto and changes therein as the Executive Director shall deem
necessary, desirable or appropAate, and the execution of the final Official
Statement by the Executive Director shall be conclusive evidence of the
approval of any such additions and changes. The Commission hereby
authorizes the distribution of the final Official Statement by the purchaser
of the Bonds. The final Official Statement shall be executed in the name and
on behalf of the Commission by the Executive Director.
Section 5. Engagement of Professional Services. The firm 0:
Stone & Youngberg is hereby retained as financial advisor to the Commissior
and the firm of Jones Hall Hill & White is hereby retained as bond counse
to the Commission, in connection with the issuance and sale of the Bonds
Such firms shall be retained upon the terms and conditions set forth in theil
respective proposals which are on file with the Clerk, the execution of whicl:
is hereby approved and authorized.
///
///
.. ~
..
e 0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Section 6. Official Actions. The Chairman, the Executive
Director, the Community Development Director, the Treasurer and the Clerk
of the Commission, and any and all other officers of the Commission, are
hereby authorized and directed, for and in the name and on behalf of the
Commission, to do any and all things and take any and all actions, including
execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other
documents (including but not limited to an escrow deposit and trust
agreement relating to the refunding of the 1988 Bonds) which they, or any
of them, may deem necessary or advisable in order to consummate the lawful
issuance and sale of the Bonds as described herein. Whenever in this
resolution any officer of the Commission is authorized to execute or
countersign any document or take any action, such execution, countersigning
or action may be taken on behalf of such officer by any person designated
by such officer to act on his or her behalf in the case such officer shall be
absent or unavailable.
Section 7. Effective Date. This Resolution shall take effect from
and after the date of its passage and adoption.
///
///
///
///
///
///
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
l?
18
19
20
21
22
23
24
25
26
27
28
0 0
1 1 1 Section 8. Certification Hereof. The Clerk of the Commission
shall certify to the adoption of this Resolution and shall cause this Resolution
and certification to be filed in the Office of the Clerk.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
Carlsbad Housing and Redevelopment Commission on the 13th day of X
1993, by the following vote, to wit:
AYES: Commissioners Lewis, Stanton, Kulchin, Nygaard, F
NOES: None
ABSENT: None
-.
(SEAL)
a
EXHIBIT A
OFFICIAL, NOTICE OF SALE
$ *
CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION
Village Redevelopment Project
1993 Tax Allocation Bonds
NOTICE IS HEREBY GlVEN by the Carlsbad Housing and Redevelopml
Commission (the "Commission") that bids will be received by a representative of .
Commission at the offices of Bowne of Los Angeles, 633 West Fifth Street, 14th Floor, 1
Angeles, California 90071, on
TUESDAY, AUGUST 10,1993
at 1O:OO a.m. Pacific Time for the purchase of $ * principal amount of bonds
the Commission designated the "Village Redevelopment Project 1993 Tax Allocation Bon
(the "Bonds"). The Bonds will be issued under the provisions of an Indenture of Trust
and between the Commission and Bank of America National Trust and Savings Associati
as Trustee (the "Trustee") dated as of August 1, 1993 (the "Indenture"), and pursuant
the laws of the State of California. The Bonds are more particularly described in 1
proposed form of the Indenture on file with the Clerk of the Commission (which
incorporated herein by reference) and copies thereof will be furnished to the bidder ur
request.
DESCRIPTION OF THE BONDS
Form of Bonds: The Bonds will be issued in fully registered form
denominations of $5,000 or authorized integral multiples thereof, to be dated initially
of August 1, 1993.
Maturities: The Bonds will mature, or be subject to mandatory sinking fi
redemption, on February 1 in each of the years and in the amounts, as set forth in 1
following table. Each bidder is required to specify in its bid whether, for any particu
year, the Bonds will mature or, alternately, be subject to mandatory sinking fi;
redemption in such year.
Year Principal Year Principal (February 1) Amount fFebruary 1) Amount
* Subject to adjustment as described herein. See "Adjustment of Principal Amounts" belc
.. Payment Provisions: Interest on the Bonds will be payable on February
1994, and on February 1 and August 1 in each year thereafter (the "Interest Paymc
Dates"), to the registered owners by check or draft of the Trustee or, in the case of 1
owner of Bonds in an aggregate principal amount of at least $1,000,000, at the writ1
request of such owner by wire transfer. Principal of and premium (if any) on any Bc
will be paid upon presentation and surrender thereof at the corporate trust office of 1
Trustee in Los Angeles, California. Both the principal of and interest and premium (if ar
on the Bonds are payable in lawful money of the United States of America.
Optional Redemption: The Bonds shall be subject to redemption in whole,
in part either on a pro rata basis among maturities or in inverse order of maturity, and
any case by lot within a maturity, on any date on or after February 1, 20- at the opt]
of the Commission from any available source of funds, at a redemption price equal to c
hundred percent (100%) of the principal amount thereof to be redeemed together w
accrued interest thereon to the redemption date, plus a redemption premium (expres:
as a percentage of the principal amount of the Bonds to be redeemed) as set forth in 1 following table:
Redemption Period Redemption Premium
Sinking Fund Redemption: Any bidder may, at its option, specify that c
or more maturities of the Bonds will consist of term Bonds which are subject to mandatc
sinking fund redemption in consecutive years immediately preceding the maturity there
as designated in the bid of such bidder. In the event that the bid of the successful bidc
specifies that any maturity of Bonds will be term Bonds, such term Bonds will be subj
to mandatory sinking fund redemption on February 1 in each year so designated in the k
in the respective amounts for such years as set forth above under the hea&
"MATURITIES", at a redemption price equal to the principal amount thereof to be redeen
together with accrued interest thereon to the redemption date, without premium.
Purpose: The proceeds of the Bonds will be applied by the Commission
the advance refunding of an outstanding bond issue of the Commission and to final
certain redevelopment activities of the Agency relating to the Village Redevelopmc
Project, a duly designated community redevelopment project area in the City of Carlsb
California (the "Project Area").
Security: The Bonds are special obligations of the Commission, payable sol
from and secured by a first lien on and pledge of the Tax Revenues pledged therefor in.
Indenture, and from amounts held in the funds and accounts established under
Indenture. The Bonds are not obligations of the City of Carlsbad. The Commission has
direct power of taxation and cannot control the rate of taxation imposed by taxing agenc upon property in the Project Area. Bidders should be aware of certain factors affecting *
a 0
availability and amount of the Tax Revenues in amounts and at times sufficient to pay 1
Bonds, and the bidders are referred to the Indenture and the Official Statement for furtl
details.
Municipal Bond Insurance: The Agency has obtained a commitment for I
issuance of a policy of municipal bond insurance by Municipal Bond Investors Assurar
Corporation ("MBIA"), insuring the payment of principal of and interest on the Bonds wk
due. Such insurance may be obtained at the election of any bidder. In the event 1
successful bidder elects to obtain such insurance, the premium therefor shall be the s1
responsibility of the successful bidder, and the Agency shall not be required to pay SI
premium from the proceeds of the Bonds or otherwise. The Agency will cooperate w
the successful bidder and with MBIA as required to obtain such insurance if it is elected the successful bidder.
Tax-Exempt Status: In the opinion of Jones Hall Hill & White, A Professio~
Law Corporation, bond counsel to the Commission, interest on the Bonds is excluded frc
gross income for federal income tax purposes and is not an item of tax preference
purposes of the federal individual and corporate alternative minimum taxes, although i
included in certain income and earnings in computing the alternative minimum tax imp05
on certain corporations. In the further opinion of Bond Counsel, such interest is exen
from California personal income taxes. In the event that prior to the delivery of the Bor
(a) the interest on other obligations of the same type and character shall be declared to
taxable (either at the time of such declaration or at any future date) under any fede
income tax laws, either by the terms of such laws or by ruling of a federal income 1
authority or official which is followed by the Internal Revenue Service, or by decision
any federal court, or (b) any federal income tax law is adopted which will have
substantial adverse effect upon owners of the Bonds as such, the successful bidder for 1
Bonds may, at its option, prior to the tender of the Bonds, be relieved of its obligatj under the contract to purchase the Bonds, and in such case the deposit accompanying
proposal will be returned.
Legal Opinion: The legal opinion of Jones Hall, Hill & White, A Professio~
Law Corporation, San Francisco, California, approving the validity of the Bonds and 1
Indenture, will be furnished to the purchaser of the Bonds without cost. A copy of 1
legal opinion, certified by the official in whose office the original is filed, will be prinl
on each Bond at the expense of the Commission.
Further Information: A copy of the preliminary Official Statement describj
the Bonds, and any other information concerning the proposed financing, will be furnisk
upon request to the financial consultant to the Commission, Stone & Youngberg, 152
Ventura Blvd., Suite 900, Sherman Oaks, California 91403, telephone: (818) 789-26(
TERMS OF SALE
Form of Bid; Mardmum Discount: Each bid must be for not less than all
the Bonds hereby offered for sale. The purchase price to be paid for the Bonds may I
be less than ninety-eight percent (98%) of the par value thereof and accrued inter
thereon to the delivery date. The amount of any discount specified for the Bonds shall I
I exceed two percent (2%) of the aggregate principal amount of the Bonds. Each bid mi
be delivered in writing to the Commission at the address set forth above, to be received I
later than the date and time of sale set forth above.
Designation of Interest Rates: Each bidder must specify the rate or rates
interest which the Bonds shall bear. The maximum rate bid on any Bonds may not excc
percent ( Yo) per annum. A bidder will be permitted to bid different rates
interest for each maturity of Bonds; but (i) each interest rate specified must be ir
multiple of one-twentieth or one-eighth of one percent; (ii) no Bond shall bear more tE one rate of interest; (iii) interest on each Bond shall be computed from August 1, 19! to its stated maturity (or, in the case of term Bonds, to the respective dates of mandatc
sinking fund redemption thereof as designated in the bid) at the interest rate specified
the bid, payable on the Interest Payment Dates as set forth above; (iv) all Bonds maturj
at any one time shall bear the same rate of interest; and (v) any premium must be paid
part of the purchase price, and no proposal will be accepted which contemplates the wail
of any interest or other concession by the bidder as a substitute for payment in full of 1
purchase price.
-
Determination of Best Bid The Bonds will be awarded to the responsi
bidder whose bid produces the lowest true interest rate on the Bonds. The true inter
rate specified in any bid will be that rate which, when used in computing the present wo.
of all payments of principal and interest to be paid on all Bonds from August 1, 1993,
their respective maturity dates and mandatory sinking fund redemption dates (if an
produces an amount equal to the purchase price specified in such bid. For purposes computing the true interest rate represented by any proposal, the purchase price specif
in such proposal shall be equal to the par amount of the Bonds less any discount specif
in such proposal or plus any premium specified in such proposal, and the true interest r;
shall be calculated by the use of a semiannual interval of compounding interest based
the Interest Payment Dates for the Bonds. The purchaser must pay accrued intert
computed on a 360-day year basis consisting of twelve 30-day months, from the date
the Bonds to the date of delivery.
Adjustment of principal Amounts: The Agency reserves the right to incre;
or decrease the principal amount of any maturity of the Bonds (or, in the case of the te
Bonds, the principal amount thereof which is subject to mandatory sinking fund redemptj
on February 1 in any year) as the Agency deems advisable in order to accomplish 1
financing program; provided that the aggregate amount of adjustment of any maturity
the Bonds shall not exceed % of the aggregate principal amount thereof. Notice
such increase or decrease shall be given to the successful bidder as soon as practica'
following the notification of award, as described below. No such adjustment will have 1
effect of altering the basis upon which the best bid is determined.
Right to Reject any Bid: The Commission reserves the right, in its discretic
to reject any and all proposals and to waive any irregularity or informality in any propo:
Time of award: The Commission has authorized its Executive Director
award the sale of the Bonds to the bidder whose proposal is the best responsible prop0
e 0
* determined in accordance herewith. Notice of the award will be given in writing to 1
successful bidder within twenty-six (26) hours from the time proposals are received.
Delivery and Payment: Delivery of the definitive Bonds will be made to 1
purchaser upon the issuance thereof, which is expected to occur on August - 19'
Payment for the Bonds must be made by wire transfer of Federal Reserve Bank funds,
Federal Reserve Bank funds check, which is immediately available to the Trustee on 1
date of delivery. Any expense in providing immediately available funds shall be borne
the purchaser.
Right of Cancellation: The purchaser shall have the right, at its option,
cancel the contract of purchase if the Commission fails to execute the Bonds and tender
same for delivery within 60 days from the date of award thereof, and in such event
accompanying good faith deposit will be returned.
Good Faith Check A certified or cashier's check drawn on a responsible b:
or trust company having an office in Los Angeles, California, or in San Francis
California, in the amount of $ , payable to the order of the Commission, m
accompany each proposal as a guaranty the bidder, if successful, will accept and pay
the Bonds in accordance with the terms of its proposal. The check accompanying :
accepted proposal will be cashed by the Commksion following the award to the success
bidder. The check of the successful bidder will be cashed by the Commission and appl as a credit towards the payment of the purchase price by the successful bidder. If after
award of the Bonds the successful bidder fails to complete its purchase on the terms sta
in its proposal, the amount of the check will be retained by the Commission. The chl
accompanying each unaccepted proposal will be made available for recovery by e;
unsuccessful bidder. No interest will be paid upon any good faith check held or deposi
by the Commission.
Statement of True Interest Rate: Each bidder is requested, but not requil
to state in its proposal the percentage true interest rate represented by its propo
determined as described above, which shall be considered as informative only and
binding on either the bidder or the Commission.
Certification of Re-offering Price: The successful bidder shall be required
a certificate, in form and substance satisfactory to the Commission, stating (i) that, a!
the date of award, the Bonds were expected to be re-offered in a bona fide public offerj
(ii) the initial offering price at which a substantial amount (at least 10%) of each matu
of the Bonds were sold to the public, and (iii) that no Bonds of a single maturity M;
offered at one price to the general public and at a discount from that price to institutic
or other investors.
a condition to the delivery of the Bonds by the Commission, to deliver to the Commiss
No Litigation: There is no litigation pending concerning the validity of
Bonds, the corporate existence of the Commission or the City of Carlsbad, or
entitlement of the officers thereof to their respective offices, and the purchaser will
furnished a no-litigation certificate certifying to the foregoing as of and at the timt
delivery of the Bonds.
0 0
i CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on
Bonds, but neither the failure to print such numbers on any Bonds nor any error w
respect thereto will constitute cause for a failure or refusal by the purchaser to acc
delivery of and pay for the Bonds in accordance with the terms hereof. All expenses
relation to the printing of CUSIP numbers on the Bonds will be paid for by
Commission; provided, however, that the CUSIP Service Bureau charge for the assignm
of said numbers will be the responsibility of and shall be paid for by the purchaser.
California Debt Advisory Commission Fees: All fees payable to the Califor
Debt Advisory Commission in connection with the issuance of the Bonds shall be
responsibility of the purchaser of the Bonds.
Official Statement: The Commission has approved a preliminary Offil
Statement relating to the Bonds. Copies of such preliminary Official Statement will
distributed to any bidder, upon request, prior to the sale in a form ''deemed final" by
Commission for purposes of Rule 152-12 under the SecurXes Exchange Act of 1934 (
"Rule"). Within seven business days from the sale date, the Commission will deliver to
purchaser copies of the final Official Statement, executed by an authorized representai
of the Commission and dated the date of delivery thereof to the purchaser, in suffici
number to allow the purchaser to comply with paragraph (,b)(4) of the Rule and to sat:
the Municipal Securities Rulemaking Board (the "MSRB") Rule G-32 or any other 17
adopted by the MSRB, which shall include information permitted to be omitted
paragraph (b)(l) of the Rule and such other amendments or supplements as shall h'
been approved by the Commission (the "Find Official Statement"). The purchaser agr
that it will not confirm the sale of any Bonds unless the confirmation of sale
accompanied or preceded by the delivery of a copy of the Final Official Statement.
Dated: July 13, 1993
CARLSBAD HOUSING AND
REDEVELOPMENT COMMISSION
By:
Executive Director
* 0 0
" EXHIBIT B
NOTICE OF INTENTION TO SELL BONDS
Not to Exceed $17,000,000
CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION
Village Redevelopment Project
1993 Tax Allocation Bonds
NOTICE IS HEREBY GIVEN by the Carlsbad Housing and Redevelopme
Commission (the "Commission") that bids will be received by a representative of the
Commission at the offices of Borne of Los Angeles, 633 West Fifth Street, 14th Floa
Los Angeles, California 90071, on
TUESDAY, AUGUST 10,1993
at 1O:OO a.m. Pacific Time for the purchase of not to exceed $17,000,000 principal
amount of bonds of the Commission designated the 'Village Redevelopment Project
1993 Tax Allocation Bonds" (the "Bonds"). The sale of the Bonds will be conducted
upon the terms and conditions set forth in the Official Notice of Sale for the Bonds.
Such Official Notice of Sale and the preliminary form of the Official Statement
describing the Bonds may be obtained from the financial consultant to the Commissic
Stone & Youngberg, 15260 Ventura Blvd., Suite 900, Sherman Oaks, California 914
telephone: c818) 789-2663.
Dated: July 13, 1993
CAEUSBAD HOUSING AND
REDEVELOPMENT COMMISSION
By:
Executive Director