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HomeMy WebLinkAboutReso RDA 13-1988 RESOLUTION NO. 13-88 REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, CALIFORNIA A RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $7,250,000 GATEWAY REDEVELOPMENT PROJECT 1988 TAX ALLOCATION REFUNDING NOTES, APPROVING AN OFFICIAL NOTICE OF SALE, AN INDENTURE OF TRUST, AND RELATED DOCUMENTS AND ACTIONS WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") is proceeding at this time to issue its Gateway Redevelopment Project 1988 Tax Allocation Refunding Notes in the aggregate principal amount of $7,250,000 (the "Notes") for purpose of paying the principal of the Agency's Gateway Redevelopment Project 1985 Tax Allocation Refunding Notes and the costs of issuing the Notes, and to that end the Agency has caused to be prepared a notice of intention to sell the Notes and an official notice of sale of the Notes, calling for the receipt of bids to purchase the Notes; and WHEREAS, in connection with the competitive sale of the Notes, Bartle Wells Associates, as financial advisor to the Agency (the "Financial Advisor"), has caused to be prepared an Official Statement relating to the Notes and Jones Hall Hill & White, A Professional Law Corporation, as Note Counsel to the Agency (the "Note Counsel") has caused to be prepared an Indenture of Trust relating to the Notes (the "Indenture"); and WHEREAS, it is appropriate at this time for the Agency to approve all of said proceedings for the sale and issuance of the Notes. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco as follows: Section 1. Sale of Notes. The Agency hereby authorizes and directs the sale of the Notes pursuant to competitive bid. Bids for the Notes shall be received on October 26, 1988, at 11:00 a.m. (Pacific Time) and/or on such later date or dates and time or times as the Executive Director shall determine. The Notes shall be awarded to the bidder who submits the bid for the Notes which results in the lowest net interest costs to the Agency and which is otherwise acceptable to the Executive Director of the Agency, all to be determined in accordance with the Official Notice of Sale for the Notes. The Executive Director is hereby authorized to award the Notes to the best bidder as so determined; provided that the interest rate on the Note does not exceed 12% per annum, the discount on purchase of the Notes is not in excess of 3% of the principal amount thereof and the principal amount of the Notes is $7,250,000. Section 2. Publication of Notices. The Agency hereby ratifies all proceedings heretofore taken by or on behalf of the Agency for the sale of the Notes, including but not limited to the publication of a Notice of Intention to sell the Notes in The Bond Buyer, in substantially the form attached hereto as Exhibit A and by this reference incorporated herein, in accordance with the requirements of Section 53692 of the California Government Code. The Agency hereby authorizes and directs the publication of the Official Notice of Sale for the Notes, in substantially the form attached hereto as Exhibit B and by this reference incorporated herein, once, not later than the date which is five days prior to the first date set for receiving bids on the Notes, in a newspaper of general circulation published in the City of South San Francisco, in accordance with the requirements of Section 33646 of the California Health and Safety Code. Section 3. Approval of Official Notice of Sale and Official Statement. The Agency hereby approves the Official Notice of Sale, in substantially the form attached hereto as Exhibit B, as the official notice of sale governing the terms and conditions for the sale of the Notes by the Agency. The Agency hereby approves the Official Statement for the Notes in the form submitted by the Financial Advisor, together with any changes thereto deemed advisable by the Executive Director. The Executive Director is hereby authorized and di. rected to execute and deliver the Official Statement for and in the name and on behalf of the Agency. The Financial Advisor is hereby authorized to distribute said preliminary form of Official Statement to prospective bidders for the Notes together with copies of the Official Notice of Sale. Section 4. Issuance and Delivery of the Notes. The Agency hereby authorizes the issuance of the Notes under and pursuant to the Community Redevelopment Law and the Indenture in the principal amount of $7,250,000. The Agency hereby approves the Indenture in substantially the form submitted by Note Counsel together with any additions thereto or changes therein deemed necessary or advisable by the Executive Director, whose execution thereof shall be conclusive evidence of the approval of such changes by the Executive Director. The Executive Director and Secretary of the Agency are hereby authorized and directed to execute, attest and affhx the seal of the Agency to the Indenture for and in the name and on behalf of the Agency. The principal amount, date, maturity dates, interest rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Notes shall be as provided in the Indenture as finally executed. The Notes shall be delivered to the purchaser thereof upon compliance with the terms and conditions set forth in the Official Notice of Sale and the accepted proposal of such purchaser. The Executive Director of the Agency, the Secretary of the Agency, the Agency Counsel and other proper officers of the Agency are hereby authorized and directed to deliver any and all documents and instruments, to authorize the payment of Costs of Issuance (as defined and provided in the Indenture) and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Notes to the purchaser thereof. Section 5. Official Actions. The Executive Director, Treasurer, Secretary and the Agency Counsel, or any of them, are further authorized and directed to make, execute and deliver all certificates, agreements and documents required in connection with the sale, award and issuance of the Notes. Section 6. Effective Date. This Resolution shall be effective upon the date of its passage and adoption. I hereby certify the foregoing to be a true copy of a resolution adopted by the Redevelopment Agency of the City of South San Francisco, California, at a regular meeting thereof duly held on the 12th day of October, 1988, by the following vote, to wit: AYES: Boardmembers Mark N. Addiego, Richard A. Haffey, Gus Nicolopulos, Roberta Cerri Teglia, and Chairman Jack Drago NOES:None ABSTAIN: None ABSENT: None ~devel~t ~ency of ity of South San Francisco Redevelopment Agency of the City of South San Francisco -3 RESOLUTION NO. 13-88 EXttlBIT B OFFICIAI J NOTICE OF SALE $7,250,000 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT 1988 TAX ALLOCATION REFUNDING NOTES NOTICE IS HEREBY GIVEN that sealed bids will be received by a representative of the Redevelopment Agency of the City of South San Francisco (the "Agency") at the office of Jones Hall Hill & White, A Professional Law Corporation, Four Embarcadero Center, Suite 1950, San Francisco, California 94111, on October 26, 1988 at 11:00 a.m. (Pacific Time), for the purchase of $7,250,000 principal amount of notes of the Agency designated the "Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1988 Tax Allocation Refunding Notes" (the "Notes") to be issued under the provisions of an Indenture of Trust dated as of November 1, 1988, (the "Indenture") between the Agency and Bank of America National Trust and Savings Association (the "Trustee") and pursuant to the Community Redevelopment Law of the State of California (being Part I of Division 24 of the California Health and Safety Code). The Notes are more particularly described in the proposed form of the Indenture on file with the Secretary of the Agency and copies thereof will be furnished to any interested bidder upon request. ISSUE: The Notes will be issued in fully registered form in denominations of $5,000 or authorized integral multiples thereof, to be dated initially as of November 1, 1988. MATURITY: The Notes will mature on November 1, 1991. OPTIONAL REDEMPTION: The Notes are subject to redemption in whole, or in part by lot, at the option of the Agency, on any Interest Payment Date from any available source of funds, at a redemption price expressed as a percentage of the principal amount of the Notes to be redeemed as follows, in each case together with accrued interest thereon to the redemption date. B-1 RESOLUTION NO. 13-88 EXItlBIT A NOTICE OF INTENTION $7,250,000 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT 1988 TAX ALLOCATION REFUNDING NOTES NOTICE IS HEREBY GIVEN that sealed bids will be received by a representative of the Redevelopment Agency of the City of South San Francisco (the "Agency") at the office of Jones Hall Hill & White, A Professional Law Corporation, Four Embarcadero Center, Suite 1950, San Francisco, California 94111, on October 26, 1988 at 11:00 a.m. (Pacific Time), for the purchase of $7,250,000 principal amount of notes of the Agency designated the "Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1988 Tax Allocation Refunding Notes" (the ~Notes"). The Agency has caused to be prepared an Official Notice of Sale and an Official Statement for the Notes, copies of which will be furnished on request made to Bartle Wells Associates, 1636 Bush Street, San Francisco, California 94109, telephone: (415) 775-3113, financial advisor to the Agency. Dated: October 10, 1988 Secretary Redevelopment Agency of the City of South San Francisco A-1 Redemption Date Redemption Price May 1, 1.989 100.75% November 1, 1989 and May 1, 1990 100.50 November 1, 1990 and May 1, 1991 100.25 PAYMENT: Interest on the Notes is payable by check or draft of the Trustee mailed to the owners of record as of the 15th day of the month preceding each interest payment date. Principal of the Notes is payable upon presentation and surrender at the principal corporate trust office of the Trustee. PURPOSE: The proceeds of the Notes are to be applied to pay the principal of the Agency's Gateway Redevelopment Project 1985 Tax Allocation Refunding Notes and to pay the costs of issuing the Notes. SECURITY: The Notes are special obligations of the Agency. The Notes are payable solely from and are secured by a pledge of the Pledged Tax Revenues (as such term is defined in the Indenture) derived from the Gateway Redevelopment Project Area and by amounts in certain funds established under the Indenture. The security for the Notes is more fully described in the Indenture and the Official Statement. The Notes are not obligations of the City of South San Francisco. The Agency has no direct power of taxation and cannot control the rate of taxation imposed by taxing agencies upon property in the Project Area. Bidders should be aware of certain factors affecting the availability and amount of the Pledged Tax Revenues in amounts and at times sufficient to pay the Notes and bidders are referred to the Indenture and the Official Statement for further details. TAX-EXEMPT STATUS: In the opinion of Jones Hall Hill & White, A Professional Law Corporation, note counsel to the Agency, interest on the Notes is exempt from federal income taxes and is not an item of tax preference for purposes of federal or State of California alternative minimum tax (subject to certain qualifications more particularly described in the Official Statement) and is exempt from State of California personal income taxes. In the event that prior to the delivery of the Notes (a) the interest on other obligations of the same type and character shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse effect upon owners of the Notes as such, the successful bidder may, at its option, prior to the tender of the Notes, be relieved of its obligation under the contract to purchase the Notes, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, approving the validity of the Notes, will be furnished to the successful bidder without cost. A copy of the legal ... opinion, certified by the official in whose office the original is filed, will be printed on each Note without charge to the successful bidder. B-2 - _ ..... TERMS OF SALE FORM OF' BID; MAXIMUM DISCOUNT: All bids must be for not less than all of the Notes hereby offered for sale and for not less than ninety-eight percent (98%) of the par value thereof and accrued interest thereon to the delivery date. The amount of any discount specified in any bid shall not exceed two percent (2%) of the aggrega~,e principel amount of the Notes. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the Agency with the envelope and bid clearly marked "Proposal for Purchase of Gateway Redevelopment Project 1988 Tax Allocation Refunding Notes". Each bid must be in accordance with the terms and conditions set forth in this notice. Bids may be mailed or delivered to the Agency, in care of Jones Hall Hill & White, at the address mentioned above, but must be received by the date and time of sale set forth above. INTEREST RATE: The maximum rate bid may not exceed twelve percent (12%) per annum. Interest on the Notes is payable semiannually on May i and November i in each year commencing on May 1, 1989. Bidders must specify the rate of interest which the Notes hereby offered for sale shall bear. Each interest rate specified in any bid must be in a multiple of one-twentieth of one percent per annum and a zero rate of interest cannot be specified. Ail of the Notes shall bear the same interest rate. The Notes shall bear interest from their date to their stated maturity date at the interest rate specified in the bid. Any premium must be paid as part of the purchase price, and no bid will be accepted which contemplates the cancellation of any interest, or the waiver of any interest or other concession by the bidder as substitute for payment ,in full of the purchase price. Bids which do not conform to the terms of this paragraph will be rejected. HIGHEST BID: The Notes will be awarded to the highest responsible bidder considering the interest rate specified and the premium offered (if any) and discount bid, if any. The highest bid will be determined by deducting the amount of the premium bid, if any, from, and adding the amount of discount bid (if any) to, the total amount of interest which the Agency would be required to pay from the date of the Notes to their maturity date at the rate specified in the bid, and the award will be made on the basis of the lowest net interest cost to the Agency. The purchaser must pay accrued interest from the date of the Notes to the date of delivery of the Notes to the purchaser. Ail interest will be calculated on the basis of a 360-day year composed of twelve 30-day months. The cost of printing the Notes will be borne by the Agency. RIGHT OF REJECTION: The Agency reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The Executive Director of the Agency will award the sale of the Notes or reject all bids not later than ten (10) hours after the expiration of the time herein prescribed for the receipt of bids, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: Delivery of the Notes will be made to the successful bidder in San Francisco, California, as soon as the Notes can be prepared, B-3 - _ which it is estimated will be within 30 days from the sale date. The Notes will be printed with either a steel-engraved or lithographed border, at the option of the Agency, and the cost of printing the Notes will be borne by the Agency. Payment for the Notes must be made by Federal Reserve funds check or wire transfer, or other transfer of funds which is immediately available in San Francisco, California. Any expense in providing immediately available funds shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Agency shall fail to execute the Notes and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying its bid. BID CHECK: A certified or cashier's check drawn on a bank or trust company having an office in Los Angeles, California, or in San Francisco, California, in the amount of $75,000, payable to the order of the Agency, must accompany each proposal as a guaranty the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal will be promptly cashed by the Agency and credited towards the purchase price or, if such proposal is accepted but notperformed, unless such failure of performance shall be caused by an act or omission of the Agency, it shall then be cashed and the proceeds will be retained by the Agency. If the successful bidder completes its purchase of the Notes on the terms stated in its proposal, the check of the successful bidder will be returned to it .... immediately following such purchase. The check accompanying each unaccepted proposal will be made available for recovery by each unsuccessful bidder. No interest will be paid upon the deposit made by any bidder. STATEMENT OF NET INTEREST COST: Each bidder is requested, but not required, to state in its bid the total net interest cost of its bid in dollars to the Agency, and the percentage net interest cost determined thereby, which shall be considered as informative only and not binding on either the bidder or the Agency. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the Agency, to certify to the Agency in writing the price at which a substantial amount of the Notes were sold to the general public, in the form and substance satisfactory to the Agency and to note counsel. CALIFORNIA DEBT ADVISORY COMMISSION: The Agency has notified the California Debt Advisory Commission of the proposed sale of the Notes. Payment of all fees to the California Debt Advisory Commission in connection with the sale and issuance of the Notes shall be the sole responsibility of the successful bidder, and not of the Agency. NO LITIGATION: There is no litigation pending concerning the validity of the Notes, the corporate existence of the Agency or the entitlement of the officers thereof to their respective offices, and the successful bidder will be furnished a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Notes. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Notes, but neither the failure to print such numbers on any Notes nor any error with B-4 respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes in accordance with the terms hereof. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid for by the Agency; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. OFFICIAL STATEMENT: The Agency has adopted an Official Statement relating to the Notes. A copy of said Official Statement and any other information concerning the proposed financing will be furnished upon request to the Agency's financial consultant, Bartle Wells Associate, 1636 Bush Street, San Francisco, California 94109, telephone: (415) 775-3113. CERTIFICATE: The Agency will deliver to the purchaser of the Notes a certificate of an official of the Agency, dated the date of Note delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the Agency which would make it unreasonable for the purchaser of the Notes to rely upon the Official Statement in connection with the resale of the Notes. Dated: October __, 1988 Executive Director, Redevelopment Agency of the City of South San Francisco B-5