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HomeMy WebLinkAbout1988-02-02; Housing & Redevelopment Commission; Resolution 99I 4 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 e e RESOLUTION NO. 99 RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF CARLSBAD AUTHOI THE ISSUANCE AND SALE OF TAX ALLOCATION BONDS IN TI APPROXIMATE PRINCIPAL AMOm OF NOT TO EXCEED FOUR’I MILLION DOLLARS ($14,000,000) FOR THE VILLAGE REDEVELOPMENT PROJECT, APPROVING THl3 FORM OF NOTICI INTENTION TO SELL SAID BONDS AND DIRECTING THE PUBLICATION THEREOF AND APPROVING THE FORM OF INDEl AND OFFICIAL STATWENT WHEREAS, the Redevelopment Agency of the City of Carlsbad (herein referred to as the lvAgencyIf) is a redevelopment agency (public body, corporate and politic duly created, established and authorized to transact bus 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 Safet) of the State of California) and the powers of the Agene1 include the power to issue bonds for any of its corporat purposes: and WHEREAS, the Agency wishes to sell at this time not than $14,000,000 in the aggregate principal amount of th Allocation Bonds to provide financing in connection with Village Redevelopment Project; and WHEREAS, the Agency is required by law to sell the at competitive bid following publication of notice of intention to sell such securities; NOW, THEREFORE, THE COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CARLSBAD DOES HEREBY RESOLVE, DETE: AND ORDER AS FOLLOWS: SECTION 1. Sale Authorized. The sale of an aggregate principal amount of not to exceed Fourteen Million Dolla ($14,000,000) (or such lesser amount as may be specified the notice of sale as approved by the Executive Director the REDEVELOPMENT AGENCY OF THE CITY OF CARLSBAD, VILLAG: I ' /!I a e 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 REDEVELOPMENT PROJECT AREA TAX ALLOCATION BONDS, SERIES (herein sometimes referred to as the "Bonds"), in accorc with law, is hereby authorized. The final bond size sh; determined by the Executive Director to be the maximum ! will result in a net spendable amount to the Agency of 1 less than $9,500,000. SECTION 2. Publication of Notice of Intention to Sell Securities. The Notice of Intention to Sell Securities attached hereto as Exhibit A is hereby approved subject such changes as requested by Bond Council. The Executi Director shall cause said cause said Notice of Intentio: Sell Securities (a) to be published in a newspaper pub1 and of general circulation in the City of Carlsbad, California, by at least one (1) insertion at least ten days prior to the day fixed for the receipt of bids; an1 to be published in a financial publication generally circulated throughout the State, namely The Bond Buver, least one(1) insertion at least fifteen (15) days prior the day fixed for the receipt of bids. SECTION 3. Furnishinq of Notice Invitinq Bids and Offi Statement.The Executive Director of the Agency and the Financial Consultant are hereby authorized and directed cause to be prepared and furnished to prospective bidde reasonable number of copies of the notice inviting bids (including the bid form) substantially in the form atta hereto as Exhibit B, with such changes thereto as my be approved by the Executive Director, together with a reasonable number of copies of the Official Statement. SECTION 4. Approval of Official Statement.The form of Official Statement to be delivered to the purchaser of bonds is hereby approved in substantially the form pres with such changes therein as may be approved by the Cha of the Agency upon the advise of bond counsel and the financial advisor, the Chairman's execution thereof to conclusive evidence of approval of such changes. SECTION 5. Approval of Indenture. The Trust Indenture the form of bond contained therein is hereby approved i substantially the form presented, together with such ch thereto as shall be approved by the Chairman on the adv bond council and the financial advisor, the Chairman's execution thereof to be conclusive evidence of such app SECTION 6. AWARD OF BONDS. At the time and place show the Notice Inviting Bids for receipt of bids, the Execu Director of his designee shall open the bids and shall the responsible bid offering to purchase the Bonds at t lowest net interest cost, provided the net interest cos not exceed 10% per annum and the discount does not exce provided the Executive Director may reject all bids if judgement it is prudent to do so based on general finan considerations and the advice of the financial advisor. which, when adjusted for costs of issuance and reserve : I/ a 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 3.7 18 19 20 I 21 ' 22 23 24 25 26 27 28 SECTION 7. Further Acts. The Chairman and Executive Director of the Agency and any other appropriate officia the Agency are hereby authorized and directed to take an all necessary and desirable steps to accomplish the deli of the bonds referenced above, including the execution c and all required closing documents. SECTION 8. Effective Date. This Resolution shall take effect upon adoption. SECTION 9. The Agency Clerk shall certify to the adoptic this resolution and shall cause this resolution and his certification to be filed in the Office of the Agency C1 PASSED, APPROVED AND ADOPTED at a special meeting 4 Housing and Redevelopment Commission of the City of Car: California, on the 2nd day of February, 1988, by the following vote, to wit: AYES: Commissioners Lewis, Kulchin, Pettine, Mamaux and Lar NOES : None ABSENT: None ABSTAIN: None ATTEST: (SEAL) //// //// //// //// '* 0 0 EXHIBIT A NOTICE OF INTENTION TO SELL SECURITIES Notice is hereby given that on t 198-J at - .m., Pacific Time, or at such time on I 198- or , 198- until bids are accepted, in the offices of Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111, the Redevelopment Agenc of the City of Carlsbad will receive bids for the sale of its Village Redevelopment Project Area Tax Allocation Bonds, Seril A, in the aggregate principal amount of Dolla ($ ). Copies of the Complete Notice Inviting Bids ani other information concerning said bonds may be obtained from Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111, (415) 981-1314. .. , Redevelopmen Agency of the City of Carlsbad " - -5- 8326k/2410-01 ,s a e EXHIBIT B NOTICE INVITING BIDS $ T REDEVELOPMENT AGENCY OF THE CITY OF CARLSBAD VI LLAGE REDEVELOPMENT PROJECT AREA TAX ALLOCATION BONDS, SERl ES A NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of Dollars ($ 1 aggregate principal amount of tax allocation bonds (as designated herein) of the Redevelopment Agency of the City of Carlsbad (the "Agency") will be received by the Agency up to the ti1 and at the place specified below: .. . Time : " .M. (Pacific Time) , , 198- Place : Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Mailed Bids: Mailed bids should be addressed to: Redevelopment Agency of the City of Carlsbad c/o Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attn: Thomas P. Clark, Esq. OPENING OF BIDS: The bids will be received at the above place, will be opened at the above time by the Financial Consultant and Bond Counsel and w be presented to the Agency for its consideration. If bids are not accepted the Agency on , 198-, the Bonds will be sold at the same time an place on , 198-, or , 198-, until bids are accepted I SUE: Dollars ($ 1, designated Area Tax Allocation Bonds, Series A" (the "Bonds") I consisting of fully "Redevelopment Agency of the City of Carlsbad, Village Redevelopment Projec registered Bonds, in denominations of five thousand dollars ($5,000) each q any integral multiple thereof, initially dated as of March 1, 1988, and numbered consecutively upward in order of issuance. - MATURITY: The Bonds will mature on September 1, 2012. ,% 0 0 . INTEREST: The Bonds will bear interest at a rate to be fixed upon the sale thereof but not to exceed twelve percent (12%) per annum, payable semiannually on March 1 and September 1 in each year, commencing on Septembe 1, 1988. PAYMENTS: The principal of, premium, if any, and interest on the bnds are payable in lawful money of the United States of America; interest being payable by check or draft mailed to the registered Owner of the Bond at his address as shown on the registration books of the Trustee on the 15th day prior to any interest payment date, and principal being payable at the corporate trust office of Security Pacific National Bank, Trustee for the Agency, in Los Angeles, California. TRANSFER AND EXCHANGE: Transfer of ownership of a Bond or Bonds will bc made by exchanging the same for a new Bond or Bonds and transferring the registration of such Bond or Bonds on the registration books of the Trustee CALL,AND REDEMPTION: The outstanding Bonds, or any of them, may or wil. as the case may be, be called before maturity and redeemed as follows: .. . (a) Optional Redemption. Bonds maturing on or before September 1 1995 are not subject to call and redemption prior to their stated maturitie: Bonds maturing on or after September 1, 1996 are subject, at the option of Agency, to redemption of such maturity or maturities as may be designated b written request of the Agency filed with the Fiscal Agent and otherwise in inverse order of maturity, and by lot within any one maturity, prior to the stated maturities as a whole on any interest payment date or in part on any source of funds available of the principal amount and accrued interest, plu the following premium (expressed as a percentage of the principal amount so redeemed) if redeemed on the following interest payment dates: , interest payment date commencing September 1, 1996, upon payment from any Redemption Date Premium September 1, 1995 and March 1, 1996 September 1, 1996 and March 1, 1997 September 1, 1997 and March 1, 1998 September 1, 1998 and March 1, 1999 2.0% 1.0% 0.5% 0.0% (b) Sinking Account Redemption. Bonds maturing September 1, 201' account installments on September 1, 2002, and on each September 1 thereaf up to and including September 1, 2011, at a redemption price equal to 100% the principal amount htereof plus accrued interest, if any, to the redempt date without premium. The following sinking account installments are calculated to be sufficient to redeem the following principal amount of 20 Term Bonds: (the "Term Bonds") are subject to mandatory redemption in part from sinkin B-2 8325k/2410-01 .. i e e Year Ending September 1) Principal Amount 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 (maturity) $ PURPOSE OF ISSUE: The Bonds are to be issued by the Agency under and pursuant to the Community Redevelopment Law of the State of California (Pard of Division 24 of the Health and Safety Code) to aid in the financing of a redevelopment project in the City of Carlsbad, California, known as the .. into between the Agency and Bank, providing for t issuance of the Bonds (the "Indenture"), to which reference is made for further particulars. "Village Redevelopment Project", pursuant to a Trust Indenture to be &ere( SECURITY: The Bonds are payable, as to both principal and interest, solely from Tax Revenues (as defined in the Indenture). The Bonds are not debt of the City of Carlsbad, the State of California or any of its politic subdivisions. TERMS OF SALE Interest Rate: The rate or rates bid may not exceed twelve percent (12 per annum, payable semiannually on March 1 and September 1 in each year, commencing on March 1, 1988. The rate bid must be a multiple of one-eightk one percent (1/8%) or one-twentieth of one percent (1/20%). All Bonds musl bear the same interest rate. No Bond may bear more than one interest rate each Bond must bear interest at the rate specified in the bid from its datc its fixed maturity date, Sale of Bonds: The Bonds will be sold for cash only and all bids must for not less than all of the Bonds hereby offered for sale. Each bid shal: state: (1) that the bidder offers accrued interest from the date of the Bc to the date of delivery; (2) the purchase price, which shall not be less tl ninety-eight percent (98%) of the principal amount thereof; and (3) the interest rate or rates, as the case may be, not to exceed that specified herein, at which the bidder offers to buy the Bonds. Each bidder shall st; in its bid the total interest cost in dollars and the net interest rate determined thereby, which will be considered informative only and not a pa of the bid. B-3 8325k/2410-01 1 m e Successful Bidder; Bond Printing: The Bonds will be awarded to the responsible bidder or bidders considering the interest rate specified and tl: premium or discount offered, if any. The successful bid will be determined deducting the amount of the premium (if any) from, or adding the amount of t discount (if any) to, the total amount of interest which the Agency would br required to pay from the date of the Bonds to the maturity date thereof at I rate specified in the bid and the award will be made on the basis of the lowest net interest cost to the Agency. If two or more bids provide the sa1 lowest net interest cost, the Agency will determine by lot which bid will bc accepted, and such determination will be final. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery thereof computed on a 360-day year basis. The cost of printing the Bonds will be borne by the Agency. For the purposes bf determining interest cost, the Bo1 maturing on September 1, 2012 will be deemed to mature on September 1 in th amounts and in the years as set forth above under the caption "Call and Redemption" a Right of Rejection: The Agency reserves the right, in its discretion, reject any and all bids and, to the extent not prohibited by law, to waive irregularity or informality in any bid. .. Award Of Bonds: The Agency will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the time here prescribed for the receipt of bids; provided that the award may be made aft the expiration of such specified time if the bidder has not given to the Agency notice in writing of the withdrawal of such bid. Notice of the awax will be given promptly to the successful bidder. Form of Bid: Each bid, together with the bid check, must be in a seal€ envelope addressed to the Agency, with the envelope and bid clearly marked "Bid for the purchase of $ Redevelopment Agency of the City of Carlsbad, Village Redevelopment Project Tax Allocation Bonds, Series A." E< bid must be unconditional and in accordance with the terms and conditions ; forth or permitted herein and must be submitted on, or in substantial accordance with, the bid form provided by the Agency. CUSIP: CUSIP identification numbers may be imprinted on the Bonds, bu such numbers will not constitute a part of the contract evidenced by the Bc and no liability will attach to the Agency or any of the officers or agent; thereof because of or on account of said numbers. Any error or omission w respect to said numbers will 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 such place as may be agreed upon by the successful bi and the officer of the Agency making delivery. Payment for the Bonds must made in funds immediately available to the Agency in Los Angeles, Californ Form of Delivery; Cancellation for Late Delivery: The Bonds are scheduled to be delivered to the successful bidder within thirty (30) days following the sale thereof. If the Agency fails to execute the Bonhs and B-4 8325kl2410-01 * 0 0 tender them for delivery by twelve o'clock noon on the 60th day following th date of sale or the first business day thereafter if said 60th day is not a business day, the successful bidder may (subject to the conditions set forth below under the heading "Good Faith Check"), on that day or any time thereafter until delivery of the Bonds, withdraw its bid by serving notice t cancellation, in writing, on the undersigned, in which event the Agency wil: promptly return the good faith check. The Agency expects to deliver the Bo] in the form of definitive bonds, but reserves the right to make such delivel in the form of temporary bonds, exchangeable for definitive bonds, at no COI to the purchaser. Accrued interest to the date of delivery of the Bonds wi: be paid by the purchaser at the time of delivery, Good Faith Check: A certified or cashier's check drawn on a responsiblc bank or trust company in the amount of fifty thousand dollars ($50,000) payable to the order of the Agency must accompany each bid as a guaranty th the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of his bid. No interest will be allowed on such good faith checks, and good faith checks of unsuccessful bidders will be promptly returned to each bidder's representative by hand delivery or registered mai The good faith check accompanying any accepted bid will be cashed and the .. . proceeds thereof applied to the purchase price. If such bid is accepted bu not performed, unless such failure or performance is caused by any act or omission of the Agency, the proceeds of the good faith check accompanying c' accepted bid will be retained by the Agency. Change in Tax Exempt Status: At any time before the Bonds are tenderec for delivery, the successful bidder may disaffirm and withdraw the bid if t interest on bonds of the same type and character as the Bonds are declared Internal Revenue Service or by a decision of any federal court, or are declared taxable by the terms of any federal income tax law enacted subseql to the date of this notice. be taxable under present federal income tax laws, either by a ruling of thf Legal Opinion: The opinion of the Bond Counsel firm of Stradling, YOCI Carlson & Rauth, A Professional Corporation, Newport Beach, California, approving the validity of the Bonds and stating that, under existing statu, regulations, rulings and court decisions, interest on the Bonds is exclude1 from gross income for federal income tax purposes and from present State 0: California personal income taxes, will be furnished to the successful biddl at the time of delivery of the Bonds at the expense of the Agency. A copy such opinion, certified by an officer of the Agency by his facsimile signature, will be printed on the back of each Bond. No charge will be ma to the purchaser for such opinion, printing or certification. Closing Documents: In addition to the opinion of Bond Counsel referre to above, at the time of payment for the delivery of the Bonds, the Agency will furnish the successful bidder the following documents, all to be date of the date of delivery: B-5 8325k/2410-01 J e 0 1. Arbitrage Certificate -- A certificate of an appropriate officer of the Agency certifying that, on the basis of facts, estimates and circumstances in effect at the time of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a mame that will cause the Bonds to be arbitrage bonds. 2. No Litigation Certificate -- A certificate of an appropriate offia of the Agency certifying that there is no litigation pending or, tc the best of such officer's knowledge, threatened against the Agenc] affecting the validity of the Bonds. 3. Signature Certificate -- A certificate of appropriate officers of the Agency indicating that they have signed the Bonds by manual or facsimile signature and that they were duly authorized to execute 1 same. 4. Trustee's and Treasurer's Receipts -- The receipts of the Trustee and the Treasurer of the Agency showing that the purchase price of the Bonds, including accrued interest to the date of delivery, if any, has been received by the Agency and the Trustee, respectively .. . 5. Certificate Concerning Official Statement -- A certificate of an appropriate offi.cer of the Agency, acting in such person's officia and not personal capacity, to the effect that at the time of the s the time of delivery of the Bonds, the Official Statement relating the Bonds did not contain any untrue statement of a material fact omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. of the Bonds and at all times subsequent thereto up to and includi Official Statement: The Agency will furnish to the successful bidder, no charge, such number of copies of the Official Statement as said bidder n reasonably request (but not to exceed 250) for use in connection with any resale of the Bonds. INFORMATION AVAILABLE: Requests for copies of the Official Statement pertaining to the Bonds, the Official Bid Form, or for other information concerning the Agency, should be addressed to Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111, telephone (415) 981-1314. GIVEN by resolution of the Agency adopted on I 198 - * /S/ Executive Director of the Redevelopment Agency of the City of Carlsbad - B-6 8325k/2410-01 I e OFFICIAL BID FORM $ REDEVELOPMENT AGENCY OF THE CITY OF CARLSBAD VILLAGE REDEVELOPMENT PROJECT AREA TAX ALLOCATION BONDS, SERIES A , 191 Redevelopment Agency of the City of Carlsbad Carlsbad, California On behalf of a group which we have formed consisting of .. . and pursuant to the Notice Inviting Bids, we offer to purchase Dollars ($ 1 principal amount, all or none, o the Bonds designated as "Redevelopment Agency of the City of Carlsbad, Vi11 Redevelopment Project Area Tax Allocation Bonds, Series A," particularly described in the Notice Inviting Bids, at the interest rate of % and pay therefore the aggregate sum of $ *, plus accrued interest on such Bonds to the date of delivery thereof. This bid is subject to all of the terms and conditions of the Notice Inviting Bids, all of which terms and conditions are hereby accepted by us are made a part hereof as though set forth fully in this bid. Except as otherwise 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 opinion of the Bonc Counsel firm of Stradling, Yocca, Carlson & Rauth, A Professional Corporati Newport Beach, California, approving the validity of the Bonds, being furnished us (if we are the successful bidder) at the time of delivery of 1 Bonds at the expense of the Agency. *$ plus premium or less discount, if any (discount not to exceed B-7 8325k/2410-01 , *. s c e e There is enclosed herewith a * check in the amount of Dollars ($ 1, payable to the order of the Redevelopment Agency of the City of Carlsbad. There is submitted herewith a "Memorandum of Interest Cost" (which shal. not constitute a part of this bid), stating the total interest cost in doll; on the Bonds during the life of the issue under this bid and the net interel rate determined thereby. Respectfully submitted, Name : (Account Manager) By: Address : City : Telephone: .. . State: MEMORANDUM OF INTEREST COST The total interest cost on the Bonds during the life of the issue under the above bid is $ , and the net interest rate determined thereby %. Please provide the name, address and telephone number of the person to whom the good faith check should be returned in the event of an unsuccessfl bid. Address: City: State : Zip: Telephone: * Insert "certified" or "cashier's" 8325k/2410-01 B-8